Rights, Powers and Remedies in Commercial Law | 2021*

Explores the legal relationships involved across various areas of commercial law and the remedies available in those contexts. It focuses especially on how the law governs certain legal powers while leaving others unregulated, and examines the rights of shareholders, creditors, and other parties to take part in collective decision-making that influences the use (or non-use) of contractual or statutory majority powers.

The text translates complex legal doctrine into clear, practical guidance to help commercial and chancery practitioners, as well as students, understand, advise on, and resolve disputes related to contracts and other legal instruments. It also addresses unresolved issues in the law, offering in-depth analysis of key cases including Braganza v BP Shipping Ltd [2015], Re Dee Valley Group plc [2018], Re Charterhouse Capital Ltd; Arbuthnott v Bonnyman [2015], and Sunlink International Holdings Ltd v Wong [2010].

The book offers several key features including:

• Through seventeen main chapters, it presents a descriptive analysis of how the law regulates (or does not regulate) legal powers, explaining the rationale behind why certain powers are legally controlled while others—such as voting rights—are not.

• Chapters 3 to 5 and 8 provide practical tools for individuals or entities exercising powers granted under contracts or legal instruments, helping ensure those powers are used lawfully and within the scope of the granting terms.

• Chapter 7 proposes model clauses and wording that parties can include in contracts and instruments to produce specific legal outcomes when powers are granted.

• Chapters 8 to 14 offer guidance for participants in collective decision-making, such as shareholder meetings or creditor votes on schemes of arrangement, restructuring plans, or voluntary arrangements.

• Chapter 15 examines how the terms of a contract or instrument can alter or exclude available remedies at both interim and final stages, and what those remedies may include.

• Chapter 17 gives practical advice on seeking interim relief in commercial contexts, focusing especially on injunctions aimed at limiting or blocking shareholders from exercising voting rights.

• While the book is grounded in the law of England and Wales, it also references legal developments in Australia, Hong Kong, and offshore jurisdictions to enhance the analysis and critique of English law.