Hollington on Shareholders' Rights, 7th ed by Robin Hollington | 2013

Hollington on Shareholders' Rights, 7th ed by Robin Hollington | 2013

This updated edition reflects the latest legal developments and provides comprehensive coverage of the circumstances in which shareholders may claim an entitlement to be treated in good faith, as well as comparable duties owed by co-joint venturers. It also incorporates recent case law on statutory remedies, including derivative actions.

The work offers a newly structured and substantially revised analysis of the recognition, scope, and enforcement of duties of good faith and analogous obligations owed to shareholders by fellow joint venturers. It revisits the role of equity and broader notions of commercial fairness in this area of commercial relationships, particularly in light of Lord Hoffmann’s observations in O’Neill v Phillips (1999) that only established and traditional equitable principles are relevant to statutory remedies such as unfair prejudice and just and equitable winding up. This discussion includes consideration of significant later authority, notably the UK Court of Appeal decision in Re Tobian Properties (2013).

The book also examines the application of statutory remedies designed to protect oppressed minority shareholders in publicly listed companies, drawing on recent authority such as the Hong Kong Court of Appeal decision in Re C Y Foundation Group Ltd (2013). It provides an updated analysis of the law concerning the appropriate parties to unfair prejudice proceedings and the persons against whom relief may be sought, informed by recent cases including Caldero v Beppler & Jacobson (2012–2013).

Further, the text reviews recent case law addressing the weakening of the principle of separate corporate personality, including key House of Lords and Supreme Court decisions in Stone & Rolls v Moore Stephens (2009), HMRC v Holland (2010), and Petrodel v Prest (2013). It also considers recent authority on whether parties may exclude the court’s jurisdiction over statutory remedies—such as derivative claims, unfair prejudice petitions, and just and equitable winding up—in favour of arbitration, with particular reference to the UK Court of Appeal decision in Fulham FC v Richards (2011).

Table of Contents of Hollington on Shareholders' Rights, 7th ed by Robin Hollington:

Introduction.
Broad principles.
The bargain between shareholders.
Directors' duties.
Majority rule and equitable constraints.
The derivative claim.
The unfair prejudice remedy: principles.
Unfair prejudice 2: remedies.
Unfair prejudices 3: practice and procedure.
Winding-up on the just and equitable ground.
Personal rights of shareholders.
Foreign element.
Miscellaneous rights.
Limited liability partnerships.

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