Hollington on Shareholders' Rights by Robin Hollington KC, 10th Ed | 2023

Hollington on Shareholders' Rights by Robin Hollington KC, 10th Ed | 2023

"Hollington on Shareholder's Rights" offers comprehensive guidance on statutory remedies for protecting minority shareholders, covering articles of association, shareholders' agreements, directors' fiduciary duties, and restrictions on majority power based on equity and partnership law principles, such as good faith, adopted in company law.

Key Highlights of the New Edition:

- Majority Rule: Reviews principles of abuse, excess of power, and “fraud in equity” as illustrated in *Grand View Private Trust* [2022] UKPC 47.
- Shareholder Bargains: Discusses contractual duties of good faith (*Re Compound Photonics Group Ltd* [2022] EWCA Civ 1371), contractual interpretation (*Barton v Morris* [2023] UKSC 3), and fiduciary relationships (*Tulip Trading Ltd v Bitcoin Association for BSV* [2023] EWCA Civ 83).
- Directors' Duties: Includes key cases such as *BTI 2014 LLC v Sequana SA* [2022] UKSC 25 and *Stanford International Bank Ltd. v HSBC* [2022] UKSC 34 (creditors' interests); *ClientEarth v Shell* [2023] EWHC 1137 and 1187 (Ch) (members' interests; derivative claims); and *Burnell v Trans-Tag Ltd & Anor* [2021] EWHC 1457 (Ch) (leaving director's duty to act for proper purpose).
- Derivative Claims: Updates on common law derivative claims and fraud on minority (*McGaughey v Universities Superannuation Scheme Ltd* [2023] EWCA Civ 873), changes to CPR 19, and significant cases like *Boston v Szerelmey* and *Leslie v Ball*.
- Unfair Prejudice Principles: Highlights *Re Compound Photonics Group Ltd* [2022] EWCA Civ 1371; *Chu v Lau* [2020] UKPC 24 (trust breakdown; exclusion from management); and *Kwik v Yao* [2022] UKPC 52 (minority issues; remedies).
- Unfair Prejudice Remedies: Discusses share purchase orders (*Ming Siu Hung v JF Ming Inc* [2021] UKPC 1), minority shareholding discounts, and notable cases like *Re Cardiff City Football Club (Holdings) Ltd* [2022] EWHC 2023 (Ch).
- Just and Equitable Winding Up: Reviews cases such as *Chu v Lau* [2020] UKPC 24 and *Duneau v Klimt Invest SA Plc* [2022] EWHC 596 (Ch) (loss of substratum).
- Personal Rights: Includes *Broadcasting Investment Group Ltd v Smith* [2021] EWCA Civ 912, *Allianz Global Investors GmbH v Barclays Bank plc* [2022] EWCA Civ 353, and cases on reflective loss and piercing the corporate veil.
- Miscellaneous Rights: Detailed coverage of the “Take-Private” merger and consolidation process under ss. 232-239 of the Cayman Islands Companies Act, highlighting share valuation methodology, practice, and procedure.

This edition has been thoroughly updated to reflect significant case law and other developments, necessitating extensive revisions on many topics.

Contents of Hollington on Shareholders' Rights by Robin Hollington KC, 10th Ed | 2023:

1. Introduction
2. Broad Principles
3. Majority Rule
4. The Bargain between Shareholders
5. Directors’ Duties
6. The Derivative Claim
7. The Unfair Prejudice Remedy: Principles
8. Unfair Prejudice 2: Remedies
9. Unfair Prejudice 3: Practice and Procedure
10. Winding-up on the Just and Equitable Ground
11. Personal Rights of Shareholders
12. Foreign Element
13. Miscellaneous Rights
14. Limited and Limited Liability Partnerships
Appendix 1 - Draft Regulation 119: Exit Right
Appendix 2 - Precedents