Shareholders' Rights
By: Robin Hollington
This practical work is written from the point of view of a practitioner in the field and gives an in-depth statement of the law in the area of shareholders' rights. It is accompanied by a supplement, which contains details of recent developments and expands on issues such as costs.
AI Overview
"Shareholders' Rights" by Robin Hollington is a comprehensive legal text that provides guidance on the statutory and common law remedies for the protection of minority shareholders. Here is a detailed overview of the book:
Key Themes
- Statutory Remedies: The book focuses on statutory remedies such as unfair prejudice, winding up on the just and equitable basis, and derivative claims, which are essential for protecting minority shareholders.
- Common Law and Equitable Principles: It also covers common law and equitable principles, including those borrowed from partnership law, which are crucial for understanding the broader legal framework for shareholder protection.
- Articles of Association and Shareholders' Agreements: The book discusses the role of articles of association and shareholders' agreements in defining the rights and obligations of shareholders.
- Fiduciary Duties of Directors: It examines the fiduciary duties of directors and how these duties impact the rights of shareholders.
- Restrictions on Majority Power: The text explores the restrictions on the power of the majority under general principles of equity and partnership law, which have been adopted in company law.
- Corporate Social Responsibility (CSR): The latest editions of the book include a new chapter on limited liability, covering areas such as responsibility towards the community and the environment, reflecting the concept of 'enlightened shareholder value' or CSR.
Plot Summary
The book begins with an introduction to the broad principles of company law, including the concept of separate legal personality and the rule in Foss v Harbottle. It then delves into seventeen broad principles that structure the subject matter, providing a clear and concise overview for practitioners and students. The main focus remains on statutory remedies, but it also expands on common law and equitable principles, making it a comprehensive resource for understanding shareholder rights.
Critical Reception
The book has received positive reviews for its clarity and precision in blending the 17 broad principles with practical commentary on the 2006 Act. It is considered invaluable for navigating the new consolidated legislation that places directors' duties on a statutory footing. The reorganization of the 9th edition, which brought forward and expanded discussions on common law and equitable principles, has been particularly noted as a significant improvement.
Overall, "Shareholders' Rights" by Robin Hollington is a seminal work in the field of company law, providing a detailed and structured approach to understanding the legal framework for protecting minority shareholders. Its comprehensive coverage and practical insights make it a valuable resource for both practitioners and students.