By David Chivers QC and Ben Shaw

Description

• First book of its kind to focus on the power of the majority as opposed to the rights of the minority, offering practical advice on ways of minimising risks when enforcing shareholder power
• Considers the methods of expropriating shares from minority shareholders ( or limiting their rights) enabling practitioners to easily compare advantages and disadvantages of the different approaches
• Extensive use of examples of the kinds of conduct which are likely to result in successful challenges brought by minority shareholders
• Written by two tenants at Erskine Chambers, a leading company law set

Majority shareholders often wish to act in ways that may disadvantage the minority. For example, it may be in the majoritys interest to obtain complete control of a company by acquiring the minoritys shares. Alternatively, the majority may want to increase their control without expropriating the minoritys shares. The majority may wish, for example, to exclude the minority from participation in future rights issues. In these kinds of situations, however, there is likely to be considerable uncertainty as to the risks that the exercise of the majoritys power will be open to challenge by the minority. By providing distinct practical advice this book will assist majority shareholders in exercising their power, to enable them to avoid successful challenges brought by disgruntled minorities.

This book considers, firstly, different ways in which majority shareholders may exercise their power to expropriate shares from minority shareholders. It then analyses each of these methods and suggests ways of reducing the risks that such actionsof these methods may be challenged by disaffected minorities. Methods of expropriation included in this section include: the introduction of expropriation provisions into a companys articles of association; schemes of arrangement under s 425; and compulsory acquisition of shares under ss 428-430.

Further, the authors consider ways in which majority shareholders may control minority shareholders without expropriating shares from them. Topics in this section include the majoritys power to vary rights attached to the minoritys shares and to exclude the minority from participation in rights issues.

Finally, the book discusses a variety of other topical issues that are relevant to majority control, for example, the extent of the majoritys power to ratify wrongs they have committed against the company and the majoritys power to limit dissent at company meetings.

This new work will provide an invaluable reference guide to anyone advising majority shareholders. It is the first of it kind to concentrate offering practical advice to majority shareholders on ways of minimising the risk that their actions are being challenged.

Readership: Solicitors and other legal practitioners specialising in company law will rely on the book as a reference guide when advising majority shareholders and directors.

Finance lawyers: Questions involving the exercise of majority power often arise in connection with the restructuring of bonds and other securities.

Company secretarial and in-house legal departments, especially the company secretarial and in-house legal departments of major companies, will be interested in purchasing the book, if they are asked by directors to advise on the risks of minority shareholder action.

Academics: There will be some scholarly interest in a work on this topic from a leading set of chambers.

Contents

Part I: Introduction
1. Purpose of book

2. Methods of controlling the exercise of majority power

Part II: Expropriation of Shares
3. Drag-along provisions

4. Forfeiture provisions

5. Squeeze-out mechanisms

6. Consolidation and sale of fractions of shares

7. Compulsory Acquisition under sections 428-430 of the Companies Act 1985

8. Schemes of arrangement under section 425 of the Companies Act 1985

Part III: Shares and Share Capital
9. Rights issues and other capital issues

10. Rights attached to shares

11. Variation of rights attached to shares

Part IV: Other Relevant Issues
12. Terminating shareholder agreements

13. Company meetings

14. Shadow directorship

15. Ratification

Authors, editors, and contributors

David Chivers QC, Barrister, Erskine Chambers and Ben Shaw, Barrister, Erskine Chambers

Published Year: 2008 Format: Hard Back ISBN: 978-0-19-929056-7 Publisher: Oxford University Press No of Pages: 270 Our Price: £ 125.00 Reviews: 0 reivew(s).

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