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Description

Hollington on Shareholder’s Rights provides guidance for readers on the statutory remedies for the protection of minority shareholders with coverage/guidance also of articles of association and shareholders’ agreements; the fiduciary duties of directors; restrictions on the power of the majority under general principles of equity and the principles of partnership law (such as good faith) which have been adopted in company law.

The opportunity has been taken in the 9th Edition radically to re-organise the book: whilst the main focus remains on the statutory remedies for the protection of minority shareholders (i.e. unfair prejudice, winding up on the just and equitable basis, and derivative claims), the discussion of common law and equitable principles (including those borrowed from partnership law) which relate to their protection, as well as of the personal claims by shareholders, has been brought forward and expanded, resulting in substantial changes to the later main chapters on the statutory remedies.

The 9th Edition also brings the contents up-to-date with all the new case-law since the 8th edition. Highlights are:

• A multitude of UK cases on the meaning of duties of good faith in the law of contract, the implication of such duties and of fiduciary duties in relationships labelled “long-term” or “joint ventures”, and the application of these principles in the context of the statutory oppression remedies
• Court of Appeal authority on the remedies available in the case of a breakdown of a relationship of trust and confidence in a quasi-partnership: Re Paramount Powders Ltd. [2019] EWCA Civ 1644 –the first occasion that the Court of Appeal has perhaps unwittingly reviewed fundamental principles since the leading House of Lords decision in O’Neill v Phillips [1999] 1 WLR 1092.
• A string of cases on the issue whether a discount should be applied in valuing minority shareholdings. This issue has been recently addressed by the Privy Council, in a context other than the statutory oppression remedies, in its important decision in Shanda Games Ltd v Masonry Capital Investments Ltd [2020] UKPC 2.
• The minority discount issue was also recently addressed by the Court of Appeal in Re Sprintroom Ltd. [2019] EWCA Civ 932, which is an important decision on a variety of issues, including costs, in unfair prejudice proceedings