Podcast Location:
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Part of:
Corporate Litigation Bundle - CPD Training Bundle
Corporate & Commercial Law
Litigation & Dispute Resolution
CPD Points:
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30 minutes of audio
(+ optional 5 minute online quiz)
Plays on Computer:
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Course Aims:

Building on the introduction to members rights and protections discussed in Part 1, Part 2 of this mini-series aims to set out in more detail the various legal mechanisms which might be used to eliminate a minority shareholding, the pros and cons of each and the various issues that might arise. Following on from the discussion of the statutory drag in Part 1, Part 2 commences by considering the use of drag provisions in the articles. This is followed by consideration of the use of a scheme of arrangement in order to squeeze out minority opposition and concludes with a discussion of the prospects of selling the undertaking to achieve the same or similar ends.

After completing the course you will:
  • Understand the respective advantages and disadvantages of amending the articles of association to include a drag-along provision or to amend an existing provision of this kind;
  • Be aware of the practical and legal difficulties that may be encountered in attempting to amend the articles in this way to silence a dissenting minority;
  • Be aware of the respective advantages and disadvantages of attempting to use a scheme of arrangement to circumvent the opposition of a minority holding;
  • Understand the key procedural stages with this option and the potential traps for the unwary;
  • Have considered the prospects of a successful sale of the undertaking in order to eliminate a minority holding.
Specialist Difficulty: 5 of 5
Legal Principles
Panel Discussion
Practical Guide
Sources and References:
  • Companies Act 2006 s 260, 994,;
  • Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656;
  • Gambotto v WCP Ltd (1995) 182 CLR 432;
  • Constable v Executive Connections Limited Ref [2005] 2 BCLC 638;
  • Shuttleworth v Cox Bros and Co (Maidenhead) [1927] 1 Ch 154;
  • Hawk Insurance Company Ltd, Re [2001] EWCA Civ 241;
  • Rock Nominees Ltd v RCO (Holdings) plc [2004] EWCA Civ 118.

In this two-part CPDcast mini-series, barristers from Erskine Chambers discuss minority shareholders; their rights, how they can be managed and even eliminated if they become a source of opposition against the majority holding.

Podcast added: 21/09/11

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