Dealing with & Eliminating Minority Shareholders - Part 2
- Podcast Location:
- Download it here [file size: 36.4 MB]
- Part of:
- Corporate Litigation Bundle - CPD Training Bundle
- Categories:
-
Company Law
- CPD Points:
- Up to 1 point. details »
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- Cost:
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- Length:
- 30 minutes of audio
(+ optional 5 minute online quiz) - Plays on Computer:
- Yes Downloadable as MP3: Yes
- Contributor(s):
- 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.
- Outcomes:
- 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.
- Level:
- Specialist
- Classification:
-
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
