Hollington on Shareholders' Rights 9th ed: 1st Supplement

This first supplement to the ninth edition of Hollington on Shareholders’ Rights includes examination of the following recent case law:

The bargain between the shareholders

• The discussion of obligations of good faith in shareholders’ agreements is updated in light of Compound Photonics Group Ltd [2022] EWCA Civ 1371

S.994 Companies Act 2006 (unfair prejudice remedy)

• The update takes account of several recent decisions including Court of Appeal in Loveridge v Loveridge (two decisions), Re The Hut Group Ltd, Taylor Goodchild Ltd v Taylor, Langer v McKeown, Re Kings Solutions Ltd, Bailey v Cherry Hill Skip Hire Ltd; Privy Council in Chu v Lau and Ming Siu Hung v J F Ming Inc.; and Jersey Court of Appeal in Financial Technology Ventures II (Q) LP v ETFS Capital Ltd and Tuckwell
• Analysis of recent cases as respects the concept of ‘quasi-partnership’, including the relevance of a written shareholders’ agreement and no partnership/entire agreement clauses
• Analysis of O’Neill v Phillips in the light of Scottish and New Zealand decisions
• Analysis of the controversial question of when a minority discount should be applied, in the light of recent cases
• Analysis of winding up on just and equitable basis in light of Re Klimvest plc

Directors’ duties

• further analysis of Eclairs Group Ltd v JKX Oil & Gas Plc and the ‘proper purpose’ rule under s. 171 of the 2006 Act, in light of recent cases

Derivative claims

• Court of Appeal decision in Boston Trust Co Ltd v Verhoef as to locus standi and procedure in common law derivative claims; and first instance decisions (McGaughey v Universities Superannuation Scheme Ltd, Prinse v Landmasters (Overseas) Ltd & Ors); and statutory derivative claims (Re Nexbell Ltd; Hughes v Burley) are referenced