The routes by which a minority shareholder can challenge those in control of a company — from derivative claims and unfair prejudice petitions to winding up itself.
Majority rule and the proper claimant principle ordinarily leave a minority shareholder unable to act, so company law carves out specific exceptions, and this chapter works through each of them. It begins with the foundational principles and the four main remedies, then the quasi-partnership company, whose legitimate expectations colour everything that follows. From there it covers derivative claims — who may bring them, the conduct they catch, the two-stage permission process, ratification and costs — before turning to unfair prejudice petitions, how unfairness is assessed, and the remedies available, including the share purchase order and the valuation issues it raises. It closes with personal claims and the no reflective loss principle, just and equitable winding up, and the distinctions and shareholding thresholds that determine which route applies.
