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

Rule against reflective loss

Primeo Fund (in official liquidation) v Bank of Bermuda (Cayman) Ltd, is discussed