A shareholder is not given notice of a general meeting and misses a vote. What remedy applies?
s.33 personal action — breach of membership rights. Pender v Lushington.
The Articles say dividends must be paid in cash, but directors issue vouchers instead. Remedy?
s.33 personal action — Articles breached. Wood v Odessa Waterworks.
A shareholder is refused access to financial statements that the Articles entitle them to. Remedy?
s.33 personal action — enforcing rights under the statutory contract.
A shareholder’s voting rights are interfered with by the chair. Remedy?
s.33 personal action — voting rights are personal property rights. Pender v Lushington.
Directors divert a business opportunity to themselves and the majority ratifies it. Remedy?
Fraud on the minority → derivative claim. Cook v Deeks.
Majority shareholders issue new shares purely to dilute a minority member. Remedy?
Exception to Foss — improper share issue. Clemens v Clemens Bros.
Directors breach duties causing loss to the company, but the majority refuses to sue. Remedy?
Exception to Foss → derivative claim (company is proper claimant).
A shareholder complains about mismanagement but the majority supports the directors. Remedy?
No personal claim — wrong is to the company → derivative claim route.
Directors approve a reckless investment causing company loss. Majority refuses action. Remedy?
Derivative claim — breach of ss.171–174. Permission likely.
A director pays themselves excessive remuneration without approval. Remedy?
Derivative claim — breach of duty; company suffers loss.
Directors misapply company assets for personal benefit. Remedy?
Derivative claim — classic breach of fiduciary duty.
A shareholder wants to sue for company loss but also wants indemnity for costs. Case?
Derivative claim — indemnity possible. Wallersteiner v Moir (No 2).
A shareholder in a quasi‑partnership is excluded from management. Remedy?
Unfair prejudice — breach of legitimate expectations. Ebrahimi.
Majority shareholders refuse to share financial information with a minority. Remedy?
Unfair prejudice — withholding information is prejudicial.
Directors award themselves excessive salaries reducing dividends. Remedy?
Unfair prejudice — misappropriation of company assets.
Majority dilute a minority’s shares without justification. Remedy?
Unfair prejudice — unfair dilution. Clemens v Clemens Bros.
Two equal shareholders fall into deadlock and cannot run the business. Remedy?
Just & equitable winding up — deadlock situation.
A quasi‑partnership collapses due to loss of trust. Remedy?
Just & equitable winding up — breakdown of mutual confidence. Ebrahimi.
A shareholder is excluded from management and s.994 is inadequate. Remedy?
Just & equitable winding up — last resort.
The company’s relationship is based on personal trust and that trust has ended. Remedy?
Just & equitable winding up — equitable jurisdiction.
A shareholder sues for fall in share value caused by directors’ breach of duty. Remedy?
Claim barred — reflective loss. Prudential Assurance.
A shareholder sues for reduced dividends due to company loss. Remedy?
Claim barred — reflective loss; must use derivative claim.
A shareholder sues for personal loss unrelated to company loss. Remedy?
Claim allowed — reflective loss does not apply to distinct personal loss.
A shareholder sues for breach of personal rights under s.33. Does reflective loss apply?
No — s.33 claims are personal and outside reflective loss.
