Protection for Minorities

Question 1

Irish Holdings PLC

Answer 1

Locus Standi - beneficial owner couldn’t bring application

Question 2

Greenore Trading

Answer 2

Oppressive Conduct, Burdensome Harsh and Wrong, grossly irregular

Question 3

Skytours Travel

Answer 3

Grossly irregular transaction

Question 4

Irish Visiting Motors

Answer 4

Good faith is not enough to avoid 212

Question 5

Kelly -v- Charles Kelly

Answer 5

Good faith not enough - 2 brothers, provocation

Question 6

Clubmans Shirts

Answer 6

Negligence not enough - must be careless and irregular

Question 7

Williams Group

Answer 7

8% Grossly irregular, oppressive

Question 8

Harrison -v- Harrison

Answer 8

Oppression must be found before 212

Question 9

Five Minute Carwash (McCormack -v- Cameo)

Answer 9

Confirmed clubmans

Question 10

Murray Consultants

Answer 10

Abuse of Process, vexatious

Question 11

O’Neill -v- Phillips

Answer 11

Objective is a secure degree of fairness

Question 12

Crindle -v- Wymmes

Answer 12

Choose to be governed by corporate structure and bound by legislation

Question 13

Foss and Harbottle

Answer 13

Common Law Rule

Question 14

Barnett -v- Duckett

Answer 14

Principle for derivative action - company is proper plaintiff, no sh can bring action alone, recognized exceptions, wrongdoer has control, court must decide locus standi, onus on plaintiff, must be bona fide for the good of company

Question 15

Fanning -v- Murtagh

Answer 15

Exceptions to FH - illegal ultra vires act, irregularity in passing resolution, abolished rights of individual member, constitutes fraud on minority

Question 16

Connolly -v- Seskins

Answer 16

5th Exception - interest of justice

Question 17

Wallersteiner Noir (2)

Answer 17

Lord Denning - exceptions to FH 1-4