Minority Shareholders in UK Law

Leading Cases
  • Re Bugle Press Ltd; Application of H.C. Treby; Re Houses and Estates Ltd
    • Court of Appeal
    • 11 November 1960

    He does that, It seems to me, as it seemed to my Lord, quite simply by shewing that the transferee company is nothing but a little hut built round his two co-shareholders, and that the so-called scheme was made by themselves as directors of that company with themselves as shareholders and the whole thing, therefore, is seen to be a hollow sham. Mr Treby has nothing to knock down; he has only to shout and the walls of Jericho fall flat.

  • Meyer v Scottish Co-operative Wholesale Society
    • House of Lords
    • 24 July 1958

    "In my view", he said, "the section warrants the Court in looking at the business realities of a situation and does not confine them to a narrow legalistic view.

    One of the most useful orders mentioned in the section—which will enable the Court to do justice to the injured shareholders—is to order the oppressor to buy their shares at a fair price: and a fair price would be, I think, the value which the shares would have had at the date of the petition, if there had been no oppression. The section gives a large discretion to the Court and it is well exercised in making an oppressor make compensation to those who have suffered at his hands.

  • Nurcombe v Nurcombe
    • Court of Appeal (Civil Division)
    • 24 July 1984

    Since the wrong complained of is a wrong to the company, not to the shareholder, in the ordinary way the only competent plaintiff in an action to redress the wrong would be the company itself. But, where such a technicality would lead to manifest injustice, the courts of equity permitted a person interested to bring an action to enforce the company's claim.

  • Bruce Peskin and Another v John Anderson and Others
    • Court of Appeal (Civil Division)
    • 14 December 2000

    That other person may have entrusted or, depending on all the circumstances, may be treated as having entrusted, the care of his property, affairs, transactions or interests to him.

  • Re Harmer (H. R) Ltd
    • Court of Appeal
    • 17 November 1958

    Members are entitled to expect that their board shall perform its functions as a board and that the proceedings of the directors shall be carried out in a normal and orthodox manner. They are entitled to the benefit of the collective experience of the directors and to expect that the directors and each of them can freely express their views at board meetings and that regard shall be had to what they say and to resolutions properly passed.

  • Estera Trust (Jersey) Ltd (formerly known as Appleby Trust (Jersey) Ltd) (a company incorporated under the Laws of Jersey) v Jasminder Singh
    • Chancery Division
    • 05 July 2018

    That question is not, in my judgment, a simple choice between a pro rata share of the Company's overall value and the market value of the shares. Those are, as it were, the two extremes of price that could be ordered to be paid, but between them there are various possibilities for specifying a basis of valuation that results in a fair price as between these minority shareholders and the Respondents against whom relief is granted.

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Legislation
  • Companies Act 2006
    • UK Non-devolved
    • January 01, 2006
    ... ... or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose ... under section 979 (takeover offers: right of offeror to buy out minority shareholders) that a person desires to acquire shares held by the company ... ...
  • The Takeovers (Amendment) (EU Exit) Regulations 2019
    • UK Non-devolved
    • January 01, 2019
    ... ... than 75% in value of all the voting shares in the company, shareholders are not to have any extraordinary rights to appoint or remove members of ... Other provision ... Protection of minority shareholders, the mandatory takeover bid and the equitable price ... ...
  • Scottish Union and National Insurance Company's Act 1966
    • UK Non-devolved
    • January 01, 1966
    ... ... time to distribute capital profits of the Company among the shareholders and that the Act of 1956 should be amended in that behalf as hereinafter ... xii 3 Act 1966 "minority shareholder" means a shareholder in the Company whose shares had not ... ...
  • The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011
    • UK Non-devolved
    • January 01, 2011
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Books & Journal Articles
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Law Firm Commentaries
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