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Minority Shareholders

Law, Practice, and Procedure

Format: Hardback
Publisher: Oxford University Press, Oxford, United Kingdom
Published: 20th Dec 2018
Dimensions: w 177mm h 248mm d 42mm
Weight: 1352g
ISBN-10: 0198820380
ISBN-13: 9780198820383
Barcode No: 9780198820383
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Synopsis
This well-established and authoritative work is the most detailed reference source on the law relating to minority shareholders. As more and more legal emphasis is put on corporate governance, and as the influence of shareholder activism continues to grow, practitioners increasingly need a source of up-to-date and detailed information on the rights and remedies available to the minority. This is the only book to focus on this increasingly topical and important subject. This sixth edition features a new chapter on share purchase orders and valuation. There is expanded coverage of the relevant non-UK authorities, including cases from Hong Kong, Singapore, the British Virgin Islands, and Cayman. There is also more detailed analysis of shareholder agreements and related developments in contract law relevant to minority shareholders (e.g., arguments around implied terms and good faith). The new edition also covers significant developments in case law, such as Eclairs Group Ltd v JKX Oil & Gas plc.

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Jan 1st 2019, 19:03
THE DEFINITIVE GUIDE
Awesome - 10 out of 10
THE DEFINITIVE GUIDE
TO AN AREA OF LAW IN WHICH ‘PROCEDURAL CHANGE JUST NEVER STOPS’— NOW IN A NEW EDITION

An appreciation by Elizabeth Robson Taylor of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers and Reviews Editor, The Barrister

‘This new standard practitioners’ textbook is more than living up to its well-deserved reputation for wisdom and thoroughness,’ writes Lord Briggs of Westbourne in the foreword to this brand-new edition of ‘Minority Shareholders’ recently published by Oxford University Press.

This is the sixth edition of this definitive work — an ample testament to its reliability and authority. As Briggs also remarks, it continues to be invaluable for judges, advisers, litigators and indeed any practitioners finding themselves embroiled in the complexities of this ever-evolving area of law.

Significantly, the book commences with an exposition of directors’ duties and there are many — too many to list here. But to mention a few, these include primarily, the duty to promote the success of the company… to exercise independent judgment… and avoid conflicts of interest. Directors’ duties, as the authors explain, are of particular relevance to the minority shareholder who may be directly affected by any breach.

What follows from here —under the heading of ‘derivative claims’ — is a discussion of the distinction between the personal rights of the shareholder and the rights of the company — a fundamental principle, as the rights of minority shareholders are vulnerable to abuse.

The protection of said rights is one of the key concepts that informs this book which, since the previous edition of 2015, has undergone a few changes. For example, the former Chapter 6 has been expanded into two new chapters. The first covers substantive law; the second — a new Chapter 7, deals with such matters as remedies and valuation pertaining to unfair prejudice petitions.

Additionally, the book’s international focus has received increased emphasis, as evidenced in a revised Chapter 9, together with references throughout to decisions in common law courts around the world.

Even though, as pointed out by Lord Briggs, there has been ‘no earth-shaking change to primary legislation calling for a new edition… this is a part of the law in which judicial decisions are constantly refining the principles, and procedural change just never stops.’

This then is a lucid, comprehensive. current and analytical guide to a notoriously labyrinthine topic. When charged with providing advice to a broad range of financial services clients, practitioners will find it of immense help.

Those seeking further information will find an abundance of research resources, from the specifically detailed footnoting to the extensive tables of cases and legislation and the almost fifty pages of forms and precedents — twenty-two of them — provided in the appendix.

In short, no practitioner library should be without this definitive work of reference, with its complete and comprehensive coverage of a key area of law.

The date of publication is cited as at 20th December 2018.
Newspapers & Magazines
This is the sixth edition of this definitive work - an ample testament to its reliability and authority. ... no practitioner library should be without this definitive work of reference, with its complete and comprehensive coverage of a key area of law. * Phillip Taylor MBE, Head of Chambers, and Elizabeth Taylor, Richmond Green Chamber *