Shareholders/directors in group situations should note that unfairly prejudicial conduct in relation to the affairs of a subsidiary company in a group may also amount to unfairly prejudicial conduct of the parent company’s affairs; and the subsidiary and parent may also be part of a quasi-partnership - widening the scope for an unfair prejudice claim.
Limited companies will welcome guidance on how to determine whether they have ‘de facto’ directors – those not formally appointed as directors but treated by a court as having fiduciary and other duties to the company as if they had been formally appointed because they have behaved as if they were full directors – following a recent High Court ruling.
A director’s failure to avoid a ‘situational conflict’ or to get authorisation for it was a breach of his company law duties, and amounted to unfair prejudice to minority shareholders - but the victims’ failure to complain at the time meant their claim failed.
Articles and books in the Library collection
Company law, 1982-
(Oxford University Press, 1982-)
An annually updated book intended to be a clear, straightforward, up-to-date introduction to English company law.
Company formation: a practical global guide
(Globe Law and Business, 2014)
Aimed at lawyers advising companies on setting up in a new jurisdiction or heads of business planning to expand into the global market.
To find out how you can borrow books from the Library please see our guide to book loans.
You can obtain copies of articles or extracts of books and reports through our document supply service.
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