ification of the register of members *J.B.L. 721 and the modified
compulsory purchase or “squeeze-out” provisions by which minority shareholders may be forced to
exit companies subject to a 90 per cent or more successful takeover bid.
Chapter 4 reviews the insolvency law-based unjust and equitable winding-up petition and reviews the
relationship between https://www.51lunwen.org/liuxuelunwendx/it and unfair prejudice, the remedies, practice and procedure relevant to which
are expounded in Chs 5 and 6. Although the 2006 Act has made no substantive changes to unfair
prejudice petitions, case law continues to grow apace. The recent case of Hawkes v Cuddy,
1
also
known as Neath Rugby Ltd, Re, judgment on the main hearing of which (rather than the summary
judgment) came a matter of days too late for inclusion in the text, demonstrates the problematic
nature of a certain type of unfair prejudice case. The five-day summary hearing (which was
appealed, adding further costs and court time) was followed by a three-week hearing, all relating to
shares valued at no more than £97,000. It stands as a clear illustration that reason does not always
underpin such petitions. The dispute arose out of what the judge described as a “spectacular falling
out” resulting in costs being incurred far in excess of the value of the claim. It is unfortunate that these
fact-intensive disputes continue to come before the courts rather than being settled or decided using
alternative dispute resolution techniques.
The penultimate chapter, on directors' duties, introduces the reader to the new statutory general
duties of directors in ss.171-177 of the 2006 Act. Although a breach of directors' duties must underpin
all derivative claims and is usually a feature of unfair prejudice petitions, inclusion of so brief a
review, limited to the general duties, is of questionable value, particularly to the main audience for the
book. The final chapter, on
taxation, at three pages, simply reminds the reader of the critical role
taxation plays in the decision to litigate, the choice of remedies to seek, whether or not to accept an
offer or settlement and the structuring of a settlement.
As indicated above, the forms, precedents and CPR extracts included in the appendices are a great
strength of the book. Appendix 2 also contains extracts from statutes. The criteria used for inclusion
of sections of the Companies Act 2006 are not always obvious and there are some puzzling
omissions. With a new chapter on directors' duties, one might have expected to find the new statutory
general duties of directors, yet ss.171-177 are not included. Neither, more oddly, are ss.260-264, the
new derivative claim sections of the Act.
To question or challenge the law is not the aim of the authors. Some very helpful references to journal
articles critiquing the law are made at pertinent points but the law is largely stated in a straightforward
way as enacted, or declared and developed by the courts. In this, the authors demonstrate admirable
writing skill and if at times the succinct style adopted is not wholly conducive to understanding, this is
an inevitable consequence of the book having been kept to a sensible length. To illustrate, it is stated
in the brief discussion of shareholders' agreements in Ch.2 that an agreement between all of the
members of a company which has the effect of altering t
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