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(p. 614) 23. Members’ remedies 

(p. 614) 23. Members’ remedies
(p. 614) 23. Members’ remedies

Lee Roach

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date: 23 April 2021

This chapter examines the various remedies available to members, especially minority shareholders, who sustain loss due to wrongful acts or omissions. The chapter begins with a discussion of the derivative claim and looks at the rule in Foss v Harbottle, which generally prevents members from commencing proceedings on the company’s behalf. The chapter discusses the exceptions to this rule, and the process for bringing a derivative claim. The chapter then looks at the unfair prejudice remedy and sets out the requirements needed to obtain a remedy. Finally, the most drastic remedy is discussed, namely the ability to petition the court for an order winding up the company on the ground that it is just and equitable to do so. The relationships that exist between these three remedies are also examined.

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