Companies run on majority rule: those with the votes make the decisions. That is efficient, but it leaves a minority shareholder exposed — their investment, their say in management and even their position in the business can all be at the mercy of the majority. The law gives the minority a set of tools to push back, and a solicitor advising a disgruntled shareholder (or the majority defending against one) needs to know exactly which tool fits the situation, who can use it and what the court will do.
This lesson builds that picture step by step:
- Overview and Foundational Principles — the problem of majority rule, the four remedies, and the proper claimant and majority rule principles that underpin everything.
- Quasi-Partnership Companies — how to spot a company that is really a partnership in corporate clothing, and the legitimate expectations that come with it.
- Derivative Claims — bringing a claim on the company's behalf for a wrong done to it.
- Permission, Ratification and Costs — the court's gatekeeping process and how a breach can be ratified.
- Unfair Prejudice Petitions — the personal remedy for prejudice to a member's own interests.
- Remedies for Unfair Prejudice — the court's broad powers, share purchase orders and how shares are valued.
- Personal Claims and Reflective Loss — enforcing membership rights and the limits on recovering reflective loss.
- Just and Equitable Winding Up — the last-resort remedy of dissolving the company.
- Distinctions and Shareholding Thresholds — telling the remedies apart and what each voting band can do.