This book is an excellent guide to the law concerning minority shareholders and the legal remedies available to them. It is suitable for both experienced practitioners and those new to the subject.
The work is helpfully broken down into different topic areas by chapter, including a new chapter for the fifth edition covering cross-border aspects of minority shareholder litigation. Any crossover between the different topics is cross-referenced in the chapters.
A number of complex topics are addressed: the statutory and fiduciary duties of directors to companies; the additional fiduciary duties owed by directors to shareholders personally; the rights that attach to shareholders generally; and the inter-relationship and differences between derivative claims and personal claims of shareholders. There are also two detailed chapters covering the practice and procedure for issuing respectively just and equitable winding-up petitions and unfair prejudice petitions under section 994 of the Companies Act 2006.
Editors: Victor Joffe QC, David Drake, Giles Richardson, Daniel Lightman, Timothy Collingwood
Publisher: OUP (£202)
Thorough guidance is provided to this ever-evolving area of law, helpfully linking statutory obligations to common law principles. The authors explain the interplay between a company’s articles and the Companies Act 2006 and also include comprehensive coverage of judicial authorities and developments.
It is evident that the authors are all practitioners themselves and are aware of the issues which can arise in practice. Expansive procedural guidance is provided, for example in respect of pre-action conduct pitfalls to avoid. There are tactical pointers, as well as helpful precedents in the appendix.
This is without doubt an indispensable reference guide for legal practitioners which is both comprehensive in its content and of great practical application.
Tony Catterall is a partner at Taylors