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Introduction to Company Law

Introduction to Company Law (2nd edn)

Paul Davies
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date: 20 September 2021

8. Majority and Minority Shareholderslocked

8. Majority and Minority Shareholderslocked

  • Paul DaviesPaul DaviesAllen & Overy Professor of Corporate Law, University of Oxford

Abstract

Celebrated for their conceptual clarity, titles in the Clarendon Law Series offer concise, accessible overviews of major fields of law and legal thought. This chapter examines the protection of minority shareholders under British company law. It shows that the law gives shareholders who anticipate conflicts between majority and minority considerable latitude to rearrange the internal decision-making procedures of the company through formal contracting. The impact of the unfair prejudice provisions has been extended to embrace redress for the minority where the controllers act in breach of their duties as directors. For publicly traded companies the Listing Rules and the Takeover Code are much more important protective mechanisms than contracting, whether formal or informal.

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