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Shareholder Actions 3rd ed

ISBN13: 9781526519979
Previous Edition ISBN: 9781784518868
Published: February 2022
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Hardback
Price: £180.00

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Shareholder Actions is a comprehensive guide to the possible actions shareholders may be entitled to pursue, on whichever side of the dispute they might be involved. As well as unfair prejudice and derivative actions, and the many personal actions arising from the Companies Act 2006, the book covers actions based in common law and equity, as well as actions based in other statutory law. It also explores occurences of directors owing fiduciary duties directly to shareholders and the 'no reflective loss' rule providing a clear view of its scope, but also its limitations.

The book refers to judgments in other related jurisdictions when it is necessary to substantiate a submission not already fully and authoritatively addressed by English law. Scottish cases are referred to where the House of Lords or Supreme Court have dealt with an issue, or where the point of law overlaps with English law.

There are separate chapters on taxation issues, shareholder claims in Australia, due the large cross pollination between English and Australian law and, for comparative purposes, on Canada where a very different approach is taken with its common law based system and South Africa.

In addition to an expanded section on procedure with detailed consideration of the availability of interlocutory relief, the new 3rd edition also covers significant developments in case law that there have been since the 2nd edition including in relation to:

  • Directors' duties, eg Julien v Evolving Technologies; Popely v Popely; Auden McKenzie (Pharma) Ltd v Patel; Re System Building Services Group; Dickinson v NAL Realisations (Staffordshire) Ltd and in the continuing Sharp v Blank litigation
  • Remedies following directors' breaches of duties, eg CPS v Aquila Advisory Ltd and in Interactive Technology v Fester
  • Derivative claims, eg Sevilleja Garcia v Marex Financial Ltd and Homes of England Ltd v Nick Bellman (Holdings) Ltd
  • Unfair prejudice petitions, eg Re G&G Properties Ltd; re Bankside Hotels Ltd, aka Griffith v Gourgey; George v McCarthy and Allnutt v Nags Head Reading Ltd
  • Just and equitable winding up, eg Chu v Lau
  • The doctrine of the non-recoverability of reflective loss, eg the decisions of both the Supreme Court and the Court of Appeal in the important case of Sevilleja Garcia v Marex Financial Ltd where this was considered and ultimately refined; and Re Hut Group Ltd, aka Zedra Trust Co (Jersey) Ltd v Hut Group Ltd
  • Access to company registers, eg Houldsworth Village Management v Barton
  • The liability of parent companies for the actions of their subsidiaries in Vedanta Resources Plc and Another v Lungowe

Company Law
Chapter 1: Companies' Separate Legal Pesonality
Chapter 2: Directors and their Duties
Chapter 3: Shareholders' Relationships
Chapter 4: The Liability of Directors and Advisers of the Company Directly to Shareholders
Chapter 5: Who is in Control? The Rule in Foss v Harbottle
Chapter 6: Derivative Claims
Chapter 7: Personal Claims
Chapter 8: Non-Recoverability of Reflective Loss
Chapter 9: Unfair Prejudice: Section 994
Chapter 10: Unfair Prejudice: Section 996
Chapter 11: Just and Equitable Winding Up
Chapter 12: Procedural Issues Relating to Unfair Prejudice Positions under Section 994, Derivative Claims, Just and Equitable Winding Up Petitions and Personal Claims brought under Part 8 of the Civil Procedure Rules
Chapter 13: Inter-relationship Remedies
Chapter 14: Taxation Issues
Chapter 15: Shareholder Claims in Australia
Chapter 16: Shareholder Claims in South Africa
Chapter 17: Canada - Comparisons