Hollington on Shareholders' Rights, 9th Edition

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Hollington on Shareholders' Rights, 9th Edition By Robin Hollington, QC

Author Robin Hollington, QC
Publication Date Aug, 2020
ISBN 9780414079830
Format
Hardcover 
Publisher Sweet & Maxwell

 

Hollington on Shareholder's Rights advises readers on statutory remedies for minority shareholders' protection, as well as articles of association and shareholders' agreements; directors' fiduciary duties; and restrictions on the majority's power under general equity principles and partnership law principles (such as good faith) that have been adopted in company law.
While the main focus remains on statutory remedies for the protection of minority shareholders (i.e. unfair prejudice, winding up on a just and equitable basis, and derivative claims), the discussion of common law and equitable principles (including those borrowed from partnership law) that relate to their protection, as well as personal claims by shareholders, has been radically re-organized in the 9th Edition.

The contents of Hollington on Shareholders' Rights 9th edition are also brought up to date with all new case law from the 8th edition. The following are some highlights:
  • A plethora of UK cases on the definition of good faith obligations in contract law, the implications of such obligations and fiduciary responsibilities in "long-term" or "joint venture" arrangements, and the application of these principles in the context of statutory oppression remedies.
  • Re Paramount Powders Ltd. [2019] is an authority from the Court of Appeal on the remedies available in the event of a breakdown of a trust and confidence relationship in a quasi-partnership. EWCA Civ 1644 — the first time since the seminal House of Lords judgement in O'Neill v Phillips [1999] that the Court of Appeal has mistakenly examined basic issues. 1 WLR 1092; 1 WLR 1093; 1 WLR 1094; 1
  • A series of decisions addressing whether or not a discount should be given when evaluating minority stakes. In the key judgement Shanda Games Ltd v Masonry Capital Investments Ltd [2020] UKPC 2, the Privy Council considered this problem in a setting other than the statutory oppression remedies.
  • The Court of Appeal recently addressed the minority discount problem in Re Sprintroom Ltd. [2019] EWCA Civ 932, which is a significant judgement on a range of issues in unfair prejudice actions, including costs.

TABLE OF CONTENTS of Hollington on Shareholders' Rights

  • Introduction; 
  • Broad Principles; 
  • The Bargain between Shareholders; 
  • Directors' Duties; 
  • Majority Rule and Equitable Constraints; 
  • The derivative claim: the rule in Foss v Harbottle and the exception thereto; 
  • The Unfair Prejudice Remedy: Principles; 
  • Unfair Prejudice 2: Remedies; 
  • Unfair Prejudice 3: Practice and Procedure; 
  • Winding-up on the Just and Equitable Ground; 
  • Personal Rights of Shareholders; 
  • Foreign Element; 
  • Miscellaneous Rights; 
  • Limited Liability Partnerships; 
  • Appendix 1  Draft Regulation 119; 
  • Appendix 2 – precedents

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