Podcast Location:
Sorry, this podcast has been removed as it is now out of date
Categories:
Company Law
CPD Points:
Up to 1 point. details »

Due to the difference in guidelines between the SRA and the Bar Standards Board, CPD points are awarded differently for Solicitors, Barristers and Legal Executives:

Regulated by the Solicitors Regulation Authority:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Regulated by the Bar Standards Board:
Listen and pass the quiz: Gain 1 accredited CPD point (60 minutes)

Regulated by ILEX:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Cost:
  • a) £65+VAT for this CPDcast only
  • b) £299+VAT for unlimited access to all of our podcasts. details »
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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:

This CPDcast will establish the circumstances under which minority shareholders may want to be eliminated by a company or its majority shareholders, and analyse some methods by which this may be achieved. The pros, cons, and obstacles to each method will be discussed as well as attitudes towards them by the courts. The course is suitable for intermediate and advanced level users.

Outcomes:
After completing the course you will:
  • Have learnt about the circumstances in which a company or its majority shareholders may wish to eliminate minority shareholders;
  • Understand the various methods open to a company or its majority shareholders to seek to effect such an elimination;
  • Have learnt about each of the proposed methods and the advantages and disadvantages of each;
  • Understand the potential for minority shareholders to seek to block each method;
  • Have learnt about the attitude of the Court to attempts to eliminate minority shareholders;
  • Have learnt and understand the different approaches taken by the English Court and the Courts of various commonwealth jurisdictions.
Level:
Intermediate Difficulty: 3 of 5
Sources and References:
  • Companies Act 1985, sections 425 and 426;
  • Companies Act 2006, sections 974 to 991;
  • Gambotto v SCP Limited [1995] 13 ACLC 324;
  • Allen v Gold Reefs of West Africa Limited [1900] 1 Ch 656;
  • Constable v Executive Connections Ltd [2005] 2 BCLC 638;
  • Fiske Nominees Ltd v Dwyka Diamonds Ltd [2002] 2 BCLC 123;
  • Rock (Nominees) Ltd v RCO (Holdings) plc [2004] 1 BCLC 439.

In this podcast, Andrew Thornton, Ben Shaw and Matthew Parfitt, barristers at leading company law set Erskine Chambers discuss the vexed questions of if and how it is possible for a company and/or its majority shareholders to eliminate minority shareholders from its register of members. The podcast considers both consensual and non-consensual methods including using the statutory drag-along contained in sections 974 to 991 of the Companies Act 2006, proposing a scheme of arrangement, introducing a drag-along provisions into a company’s articles and selling the undertaking of the company to an entity controlled by the majority shareholders. The contributors consider the advantages and disadvantages and the risks inherent in each.

Podcast Added: 20/2/2008

Podcast last reviewed: 2011-08-30

This course has now been removed from the site. It is no longer suitable for CPD purposes as it contains information that is out of date or incorrect. For a list of our latest CPDcasts, please visit the library.

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