Shareholder Rights

Question 1

Explain the purpose of a shareholders’ agreement.

Answer 1

A shareholders’ agreement aims to minimize the effects of majority rule by outlining how the company is to be run and how shareholders will vote on certain matters.

Question 2

How might a shareholders’ agreement affect decision-making in a company?

Answer 2

A shareholders’ agreement can require unanimous consent from all shareholders for certain decisions, such as the removal of a director, thereby protecting minority interests.

Question 3

How does s 33 CA 2006 affect members’ rights?

Answer 3

s 33 CA 2006 allows members to sue if their membership rights are infringed, providing a legal basis for enforcement.

Question 4

Define the usual remedy for breach of s 33 CA 2006.

Answer 4

The usual remedy for breach of s 33 CA 2006 is damages.

Question 5

Describe the enforceability of rights that are not membership rights under section 33.

Answer 5

Rights of members that are not classified as membership rights are not enforceable under section 33.

Question 6

What should members do to protect their rights that are not membership rights?

Answer 6

Members should ensure that any rights not classified as membership rights are documented in a separate contract, such as a shareholders’ agreement.

Question 7

List examples of membership rights that are enforceable under section 33 CA 2006.

Answer 7

Examples include the right to a dividend once declared, the right to share in surplus capital on winding up, the right to vote at meetings, and the right to receive notice of general meetings and annual general meetings.

Question 8

Do membership rights include the right to be appointed as a company’s solicitor?

Answer 8

No, the right to be appointed as a company’s solicitor is not considered a membership right.

Question 9

How does a Shareholders’ Agreement address the issue of new and departing shareholders?

Answer 9

A Shareholders’ Agreement typically includes provisions that outline the process for admitting new shareholders and the terms under which departing shareholders can sell or transfer their shares.

Question 10

Explain the privacy aspect of Shareholders’ Agreements.

Answer 10

Shareholders’ Agreements can be kept private and are not publicly disclosed unless explicitly referenced in the Articles of the company.

Question 11

What is a key difference between Shareholders’ Agreements and Articles of Association?

Answer 11

A key difference is that Shareholders’ Agreements are private contracts among shareholders, while Articles of Association are public documents that govern the company.

Question 12

Explain the implications of a company being a party to a Shareholders’ Agreement.

Answer 12

A company can be a party to a Shareholders’ Agreement, but it should avoid provisions that limit its ability to exercise statutory powers.

Question 13

Describe the role of a Shareholders’ Agreement in enforcing provisions between shareholders.

Answer 13

A Shareholders’ Agreement provides a right of action that allows one member to enforce the provisions directly against another, which may not be possible under the Articles.

Question 14

Define the term ‘right of action’ in the context of Shareholders’ Agreements.

Answer 14

A right of action allows a shareholder to enforce the terms of the Shareholders’ Agreement against another member, providing a legal basis for claims.

Question 15

What happens if a term of a Shareholders’ Agreement is breached?

Answer 15

If breached, it can be enforced under general contract law principles, allowing the aggrieved shareholder to claim for breach of contract or seek an injunction.

Question 16

Explain the significance of section 994 petitions in relation to Shareholders’ Agreements.

Answer 16

While a Shareholders’ Agreement can help prevent the need for s 994 petitions for unfair prejudice, it cannot completely stop a disgruntled shareholder from filing such a petition.

Question 17

Define the implications of passing a removal resolution without required unanimity.

Answer 17

If a removal resolution is passed without the required unanimity but with a simple majority, the resolution is still valid, and the director can claim breach of the shareholders’ agreement against the other shareholders.

Question 18

How do amendments to shareholders’ agreements differ from changes to a company’s articles of association?

Answer 18

Amendments to shareholders’ agreements require unanimous approval from all parties, while changes to a company’s articles of association can be made with a special resolution requiring 75% approval.

Question 19

Explain the right of veto in the context of shareholders’ agreements.

Answer 19

The requirement for unanimous approval to amend a shareholders’ agreement gives minority parties a right of veto over any proposed changes.

Question 20

Describe the rights of any shareholder under CA 2006.

Answer 20

Any shareholder has the right to receive notice of a General Meeting, appoint a proxy to attend a General Meeting, vote at a General Meeting (if they hold voting shares), receive a dividend (if declared), receive a copy of the company’s accounts, inspect minutes and company registers, ask the court to prevent a breach of directors’ duties, commence a derivative claim, bring a petition for unfair prejudice, and bring a petition for just and equitable winding up.

Question 21

Define the right to receive a copy of the company’s accounts under CA 2006.

Answer 21

The right to receive a copy of the company’s accounts under CA 2006 allows shareholders to access the financial statements and reports of the company, ensuring transparency and accountability.

Question 22

What action can shareholders take if they believe there is a breach of directors’ duties?

Answer 22

Shareholders can ask the court to prevent a breach of directors’ duties.

Question 23

Explain the process for a shareholder to commence a derivative claim under CA 2006.

Answer 23

A shareholder can commence a derivative claim under section 260 of CA 2006, which allows them to bring a lawsuit on behalf of the company against directors for actions that are detrimental to the company.

Question 24

What is the significance of the right to bring a petition for unfair prejudice?

Answer 24

The right to bring a petition for unfair prejudice allows shareholders to seek legal remedy if they believe their interests as shareholders are being unfairly treated or disregarded by the company.

Question 25

How can shareholders dissolve a company?

Answer 25

CA 2006 allows shareholders to bring a petition for just and equitable winding up under section 122 of the Insolvency Act 1986, providing a legal avenue for shareholders to dissolve the company if it is deemed fair and just.

Question 26

Describe the rights of shareholders holding 5% or more of shares.

Answer 26

Shareholders with 5% or more can require directors to call a General Meeting, require the circulation of written statements regarding proposed resolutions, and circulate a written resolution.

Question 27

How can shareholders with 10% or more of shares influence voting?

Answer 27

Shareholders with 10% or more can demand a poll vote.

Question 28

Define the power of shareholders holding over 25% of shares.

Answer 28

Shareholders with over 25% can block a special resolution, which requires 75% or more of the votes to pass.

Question 29

What can shareholders with over 50% of shares do regarding ordinary resolutions?

Answer 29

Shareholders with over 50% can pass or block an ordinary resolution, which requires more than 50% of the votes to pass.

Question 30

Explain the significance of a 75% shareholding in terms of special resolutions.

Answer 30

Shareholders with 75% or more can pass a special resolution, which requires 75% or more of the votes to be approved.

Question 31

Explain the context in which Bushell v Faith clauses are commonly found.

Answer 31

These clauses are often found in the articles of association of smaller companies where directors have played a key role in establishing the company and expect to remain involved in its management.

Question 32

Explain the significance of DAY 22 in the context of the Board’s decision-making process.

Answer 32

DAY 22 is significant as it is the latest day by which the Board must decide whether to call a General Meeting.

Question 33

Define the timeline for shareholders to call a General Meeting if the Board does not cooperate after a section 303 notice.

Answer 33

If the Board does not call a General Meeting by Day 22, shareholders can call the GM themselves starting from Day 23, with the GM needing to be held within 3 months of the section 303 request.

Question 34

What happens on Day 23 in relation to the Board’s control over the General Meeting process?

Answer 34

On Day 23, the Board loses control of the process, allowing unhappy shareholders to call the General Meeting.

Question 35

Explain the significance of Day 38 in the context of the General Meeting process.

Answer 35

Day 38 is the deadline by which the General Meeting must be held if the Board does not call it, as it must occur within 3 months of the section 303 request.

(14 clear days notice after day 23)

Question 36

Describe the process a company must follow upon receiving notice of a removal resolution proposal.

Answer 36

The company must immediately send a copy of the notice to the concerned director, even if the Board decides not to include the resolution on the agenda of a General Meeting.

Question 37

How can a director respond to a removal resolution notice?

Answer 37

The director has the right to make written representations of reasonable length explaining why they should not be removed.

Question 38

What happens to a director’s written representations regarding their removal?

Answer 38

Unless received too late, the representations should be circulated to the members of the company; if not circulated, they must be read out at the General Meeting.

Question 39

Describe the purpose of a Bushell v Faith clause in the articles of association.

Answer 39

A Bushell v Faith clause may grant a director, who is also a shareholder, weighted voting rights at a general meeting, making it difficult for shareholders to pass an ordinary resolution to remove that director.

Question 40

Define the significance of checking shareholders’ agreements in relation to Bushell v Faith clauses.

Answer 40

It is important to check shareholders’ agreements for similar provisions to understand any additional rights or restrictions regarding the removal of directors who are also shareholders.

Question 41

What should be examined in the articles of association regarding a director’s shareholding upon removal?

Answer 41

The articles should be checked for transfer provisions that may govern the transfer of the outgoing director’s shareholding, typically requiring them to transfer their shares to other shareholders upon removal.

Question 42

What is the latest day the Board must hold a General Meeting if it decides to call one?

Answer 42

The latest day for holding a General Meeting is DAY 50.

21 days to decide whether to hold GM + GM to be held within 28 days of calling it

Question 43

How does a shareholders’ agreement interact with statutory rights under s 168 CA 2006?

Answer 43

A shareholders’ agreement may require unanimous consent for director removal, but it does not remove the statutory right of majority shareholders to remove a director under s 168 CA 2006.

Question 44

Define the validity of a resolution passed under s 168 CA 2006 that contradicts a shareholders’ agreement.

Answer 44

A resolution passed by a simple majority under s 168 CA 2006 is still valid even if it contradicts the terms of a shareholders’ agreement.

Question 45

What recourse does a director have if removed contrary to a shareholders’ agreement?

Answer 45

The director can claim against the other shareholders for breach of the shareholders’ agreement or apply to the court for an injunction to prevent the breach.

Question 46

Explain the implications for a director who is also a shareholder in the context of a shareholders’ agreement.

Answer 46

A director who is also a shareholder has significant rights under a shareholders’ agreement, particularly regarding the requirement for unanimous consent for their removal.

Question 47

Describe the circumstances under which a company may pay compensation for loss of office to a director.

Answer 47

A company may decide to pay compensation for loss of office to a director if the director leaves or loses their position, and such payments must be approved by the company’s shareholders unless certain conditions are met.

Question 48

Define the conditions under which shareholder approval is not required for compensation payments to a director.

Answer 48

Shareholder approval is not required if the payment, along with any other relevant payments, does not exceed £200, or if the payment is made in good faith for specific reasons such as discharging a legal obligation, damages for such an obligation, settlement of a claim, or pension for past services.

Question 49

Explain the potential entitlements of a director if their employment contract is breached due to removal from office.

Answer 49

If a director’s employment contract is breached due to their removal from the office of director, they may be entitled to damages or compensation for breach.

Question 50

What is the role of ordinary resolution in the context of compensation payments to directors?

Answer 50

An ordinary resolution by the company’s shareholders is required to approve compensation payments for loss of office, unless specific exceptions apply.

Question 51

How long must a memorandum detailing a payment be available to shareholders before an ordinary resolution is passed?

Answer 51

The memorandum must be made available to shareholders for 15 days before the ordinary resolution is passed, ending with the date of the general meeting.

Question 52

What is the significance of s 217(4) CA 2006 regarding wholly-owned subsidiaries?

Answer 52

Under s 217(4) CA 2006, no approval is required from the shareholders of a wholly-owned subsidiary for payments made to directors.

Question 53

What legal provision may shareholders invoke if the board ignores the removal resolution?

Answer 53

Shareholders may invoke section 303 of the Companies Act 2006 to force the directors to call a general meeting if the board ignores the proposed removal resolution.

Question 54

Explain the voting rights of directors who are also shareholders regarding their removal.

Answer 54

Directors who are also shareholders can vote on the ordinary resolution to remove themselves from office.

Question 55

What is the notice period required for a removal resolution under s 168(2) CA 2006?

Answer 55

A removal resolution requires special notice of 28 clear days. (double normal 14 days normal notice)

Question 56

Discuss the limitations on using written resolutions for removing a director.

Answer 56

Under s 288(2)(a), a company cannot use a written resolution to remove a director.

Question 57

What role does the Board play in the removal of a director under CA 2006?

Answer 57

The Board does not have the authority to remove a director unless the articles specifically allow for this action.

Question 58

Define special notice in the context of shareholder resolutions.

Answer 58

Special notice refers to the requirement for shareholders to notify the company of a proposed removal resolution at least 28 clear days before the General Meeting.

Question 59

How does the board of directors respond to a proposed removal resolution?

Answer 59

The board can either place the removal resolution on the agenda of the General Meeting or decide not to include it.

Question 60

What are the two options available to the board upon receiving a removal resolution notice?

Answer 60

Option 1: The board may place the removal resolution on the agenda of a General Meeting. Option 2: The board may decide not to place the removal resolution on the agenda.

Question 61

Describe the process for placing a removal resolution on the agenda of a general meeting by the board.

Answer 61

The board must give shareholders notice of the removal resolution at the same time and in the same manner as the notice of the general meeting, providing at least 14 clear days’ notice.

Question 62

How should shareholders be notified of a removal resolution if the general meeting notice has already been sent out?

Answer 62

Notice of the removal resolution may be given by advertisement in a newspaper or any other mode allowed by the company’s Articles, at least 14 clear days before the general meeting.

Question 63

Describe the reason the board must notify all shareholders about the removal resolution.

Answer 63

The board must notify all shareholders because only some shareholders, referred to as ‘unhappy shareholders’, proposed the removal resolution. Other shareholders may be unaware of this proposal, and the notice ensures that all shareholders have the opportunity to vote on the resolution at the general meeting.

Question 64

Describe the process for removing a director under s 168(1) CA 2006.

Answer 64

A company may remove a director before the expiration of their term by passing an ordinary resolution, which requires a vote from the shareholders.

Question 65

Define a s 303 request in the context of company law.

Answer 65

A s 303 request is a formal request made by shareholders holding at least 5% of the paid up voting share capital, requiring the board to call a general meeting, which must state the general nature of the business to be discussed.

Question 66

What must a s 303 request include according to company law?

Answer 66

A s 303 request must state the general nature of the business the shareholders wish to address at the general meeting.

Question 67

Describe the obligations of directors upon receiving a s 303 request under CA 2006.

Answer 67

Directors must call a General Meeting (GM) within 21 days of receiving the s 303 request and ensure it is held no more than 28 days after the notice convening the GM.

Question 68

How can shareholders act if directors fail to call a GM after a s 303 request?

Answer 68

Shareholders who submitted the s 303 request, or those representing more than half of the voting rights, can call a GM themselves under s 305 CA 2006.

Question 69

Define the notice period required for shareholders calling a GM themselves under s 305 CA 2006.

Answer 69

Shareholders must provide no fewer than 14 clear days’ notice when calling a GM themselves.

Question 70

What is the timeframe for holding a GM called by shareholders after a s 303 request?

Answer 70

The GM must be held within 3 months of the date the directors received the s 303 request.

Question 71

How can shareholders recover expenses incurred from calling a GM themselves?

Answer 71

Shareholders can recover reasonable expenses from the company, which the company can then recoup from the directors.

Question 72

Summarise the process that shareholders must follow if they are unhappy with the Board.

Answer 72

Unhappy shareholders give special notice to the Board and serve notice under s 303. The Board has 21 days to decide whether to call a General Meeting (GM). If the Board decides to call a GM, it must be held within 28 days from the date of calling it. If the Board decides not to call a GM, shareholders can call a GM on normal notice, which must be held within 3 months of the s 303 request.

Question 73

Describe the process shareholders must follow to ensure a resolution to remove a director is heard quickly.

Answer 73

Shareholders must submit a s 303 request to require the directors to call a General Meeting (GM) and send a s 312 CA 2006 special notice to the board simultaneously.

Question 74

Explain the limitations of a former member in bringing claims.

Answer 74

A former member cannot bring a claim for events that occurred even when they were a member.

Question 75

What is the focus of Stage 2 in the two-stage process?

Answer 75

Stage 2 focuses on a detailed consideration of the criteria and evidence from other members before proceeding to trial.

Question 76

What happens if a prima facie case does not exist in Stage 1 of a derivative claim?

Answer 76

If no prima facie case exists, the claim is dismissed.

Question 77

Define a prima facie case in the context of the two-stage process.

Answer 77

A prima facie case is a case that has sufficient evidence to proceed to trial unless rebutted by the opposing party.

Question 78

Define the purpose of s 263 CA 2006 in derivative claims.

Answer 78

s 263 CA 2006 was introduced to make it harder for a single member to bring proceedings against the wishes of the general body of shareholders, serving as a safeguard against tactical litigation by disgruntled shareholders.

Question 79

Describe the second stage of court consideration for a derivative claim.

Answer 79

At the second stage, the court must consider particular criteria and have ‘particular regard’ to evidence regarding the views of members without personal interest in the matter, as per s 263(4) CA 2006.

Question 80

How does the duty to promote the success of the company relate to derivative claims?

Answer 80

The duty under s 172 CA 2006 is relevant because if the court is satisfied that a person acting in accordance with this duty would not continue the claim, permission must be refused.

Question 81

What is the significance of good faith in the continuation of a derivative claim?

Answer 81

Good faith is one of the factors the court considers when determining whether to allow the derivative claim to continue.

Question 82

What factors must the court consider if the derivative claim is not absolutely barred?

Answer 82

The court must consider factors listed in s 263(3), including whether the member is acting in good faith and whether the act or omission that caused the action is likely to be ratified by the company.

Question 83

Define the onus placed on the member in the first stage of a derivative claim.

Answer 83

The onus is on the member to establish a prima facie case in order to obtain permission from the court.

Question 84

Describe the first stage of bringing a derivative claim.

Answer 84

The first stage requires the member to obtain permission from the court to continue a derivative claim after the claim form has been issued, as per s 261(1) CA 2006.

Question 85

Describe a derivative claim in the context of shareholder rights.

Answer 85

A derivative claim is a legal action where a shareholder sues on behalf of the company, as the right of action is derived from the company’s right, which the company has not exercised.

Question 86

Describe the rights of a member regarding claims in a company.

Answer 86

A member may bring a claim for events that occurred before they became a member, as the cause of action is vested in the company rather than the member.

Question 87

How does the Companies Act 2006 (CA 2006) address derivative claims against third parties?

Answer 87

The CA 2006 permits derivative claims against third parties only in very narrow circumstances, such as when the third party knew about the breach of the director’s duties.

Question 88

Define the concept of ‘knowing assistance’ in relation to derivative claims.

Answer 88

‘Knowing assistance’ refers to the common law rules that allow a cause of action against a third party who knowingly assists a director in breaching their duties.

Question 89

Describe the circumstances under which third parties may be defendants in a derivative claim.

Answer 89

Third parties may be defendants in a derivative claim in respect of a relevant breach by a director, either in lieu of the director or in addition to the director, but only in very narrow circumstances.

Question 90

When can a derivative claim be brought according to section 260(3) CA 2006?

Answer 90

A derivative claim may be brought in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty, or breach of trust by a director.

Question 91

Do directors need to benefit personally from a breach for a derivative claim to be brought?

Answer 91

No, there no requirement for the director to have benefited personally from the breach for a derivative claim to be initiated.

Question 92

What is the significance of the remedy granted in a derivative claim under Section 260 CA 2006?

Answer 92

Any remedy granted in a derivative claim under Section 260 CA 2006 is awarded to the company itself, not to the shareholder bringing the claim.

Question 93

How does a derivative claim differ from a personal claim by a shareholder?

Answer 93

A derivative claim is not personal to the shareholder; it is based on the company’s right of action, while a personal claim is based on the individual rights of the shareholder.

Question 94

What is the role of the board or majority shareholders in derivative claims?

Answer 94

The board or majority shareholders typically act as the proper claimants in situations where a wrong has been done to the company, as they represent the company’s interests.

Question 95

Do minority shareholders have the right to sue for wrongs committed against the company?

Answer 95

Generally, minority shareholders do not have the right to sue for wrongs committed against the company, as established by the rule in Foss v Harbottle, unless limited exceptions apply.

Question 96

Explain unfair prejudice actions under s994 CA 2006.

Answer 96

Unfair prejudice actions under s994 CA 2006 enable shareholders to seek relief if the company’s affairs are being conducted in a manner that is unfairly prejudicial to their interests.

Question 97

What is just and equitable winding up under s122 Insolvency Act 1986?

Answer 97

Just and equitable winding up under s122 Insolvency Act 1986 allows a court to dissolve a company if it is deemed JUST AND EQUITABLE to do so, often used in cases of deadlock or loss of trust among shareholders.

Question 98

Define unfair prejudice in the context of Section 994 CA 2006.

Answer 98

Unfair prejudice refers to conduct that negatively affects a member’s interests in a company, such as excessive remuneration to directors, dealings with associated persons, or non-payment of dividends.

Question 99

How does a shareholder initiate an action under Section 994 CA 2006?

Answer 99

A shareholder initiates an action under Section 994 CA 2006 by suing for themselves based on the unfair prejudice they have suffered.

Question 100

Describe the circumstances under which a shareholder can petition the court according to Section 994(1) CA 2006.

Answer 100

A shareholder can petition the court if they can show that the company’s affairs are being conducted in a manner that is unfairly prejudicial to their interests or that an act or omission of the company has unfairly prejudiced them.

Question 101

Define the reasonable bystander test in the context of shareholder rights.

Answer 101

The reasonable bystander test is an objective standard used to determine whether a shareholder’s interests have been unfairly prejudiced by the company’s actions or omissions.

Question 102

How does the court determine the appropriate remedy for unfair prejudice claims by shareholders?

Answer 102

The court will assess the circumstances of the case and decide what remedy is appropriate based on the evidence presented regarding the unfair prejudice.

Question 103

What grounds can a member of a company use to apply for a court order under Section 994(1) CA 2006?

Answer 103

A member can apply on the grounds that the company’s affairs are being conducted in a manner unfairly prejudicial to the interests of members generally or that an act or omission of the company is or would be prejudicial.

Question 104

Define the threshold for negligent management to be considered unfairly prejudicial.

Answer 104

Negligent or inept management does not amount to unfairly prejudicial conduct unless it involves serious and/or repeated mismanagement that jeopardizes the value of the minority shareholder’s interest.

Question 105

How do disagreements about company policy relate to unfairly prejudicial conduct?

Answer 105

Disagreements regarding company policy, such as changes in business direction, do not provide grounds for a petition under section 994 of the Companies Act 2006.

Question 106

What is the significance of breaches of the articles of association in the context of unfairly prejudicial conduct?

Answer 106

A member of a company typically cannot claim unfairness without a breach of the articles of association, but equitable considerations may allow for claims even in the absence of such breaches.

Question 107

Describe the relevance of a claimant’s conduct in court.

Answer 107

The conduct of the claimant may be relevant in deciding whether the prejudice was unfair, but there is no overriding requirement for the claimant to come to court with ‘clean hands.’

Question 108

Explain the role of bad faith in determining unfairly prejudicial conduct.

Answer 108

There is no requirement to demonstrate bad faith or conscious intent for conduct to be deemed unfairly prejudicial.

Question 109

What may the prevention of management involvement equate to in small private companies?

Answer 109

The prevention of management involvement may equate to unfairly prejudicial conduct in the context of small private companies.

Question 110

What is the most commonly made order in cases of unfair prejudice?

Answer 110

The most commonly made order is to provide for the purchase of the petitioner’s shares by the wrongdoer(s).

Question 111

Do minority shareholders typically have the right to purchase shares from majority shareholders in unfair prejudice cases?

Answer 111

Only rarely does this result in an order entitling the minority shareholder(s) to purchase the shares of the majority shareholder(s).

Question 112

Describe the court’s discretion in valuation matters.

Answer 112

The court has a wide discretion in relation to valuation matters, aiming to set a fair price while considering all circumstances of the case.

Question 113

How might the behavior of the claimant influence the valuation process?

Answer 113

The behavior of the claimant may be relevant, for example, if they previously rejected a reasonable offer.

Question 114

Describe the role of the court in disputes over share valuation.

Answer 114

The court encourages parties to settle out of court through a binding third-party valuation of the shares.

Question 115

Define the implications of filing a petition under s 994 CA 2006 for shareholders.

Answer 115

Filing a petition under s 994 CA 2006 may not be suitable for shareholders who want to avoid a court order for the purchase of their shares.

Question 116

What are the potential drawbacks of section 994 petitions?

Answer 116

Section 994 petitions are likely to be expensive, time-consuming, and complicated, bringing uncertainty for the petitioner.

Question 117

Describe the final remedy available to shareholders regarding company liquidation.

Answer 117

The final remedy available to shareholders is the right to bring a petition to the court for the company to be wound up (liquidated) on the grounds that it is just and equitable to do so.

Question 118

Explain the relationship between section 122 of the Insolvency Act 1986 and section 994 of the Companies Act 2006.

Answer 118

There is a degree of overlap between the sections, making it common for a section 122 IA 1986 and a section 994 CA 2006 petition to be made at the same time.

Question 119

What is meant by ‘just and equitable’ in the context of winding up a company?

Answer 119

‘Just and equitable’ refers to the grounds on which a shareholder can petition for the winding up of a company, indicating that the circumstances warrant such a drastic action.