Minority Shareholders: Law, Practice and Procedure (7th edition)

To many, company law may seem a slightly dry subject. The rights, duties and general legal characteristics of minority shareholders can, however, bring life and colour to this somewhat arcane area. Moreover, activist investors and ideologically motivated interest groups increasingly focus on using acquired positions as minority shareholders to promote their agendas.

In English and Welsh law, this book is the gold standard. The first edition goes back more than 20 years and this seventh edition incorporates the accumulated wisdom of legal developments.

This is clearly a work for legal practitioners as well as for students. Written in an erudite but free-flowing style, it is packed with detailed case law (both UK and overseas), and examines with analytical precision the statutory framework and its relationship with the common law.

Significant court decisions that have been issued since the sixth edition in 2018 are an important reason for the latest edition. What is perhaps the most significant decision of all in that time – Sevilleja v Marex Financial Limited, on the subject of ‘reflective loss’ – has necessitated a substantial rewrite on this issue. Extending the scope of the work’s previous edition to include case law from other jurisdictions – Hong Kong, Singapore and the Caribbean – is also worthwhile. The chapter on Foreign Aspects of English and Welsh law dealing with minority shareholders has also undergone a major rewrite.

The book deals with core subjects such as derivative claims, unfair prejudice, and just and equitable winding up with admirable clarity. All these areas are linked logically and holistically with excellent contributions on more broadly based topics such as directors’ duties, personal claims and the rights conferred on shareholders by the Companies Act 2006. The organisation of the book – including  appendices of precedents and statutory and other material, as well as index, tables, footnotes and chapter layout – is one of its best features.

The law, however, does not stand still. With new court decisions on subjects such as limitation of actions and the uptick of human rights arguments, one hopes for another splendid edition of this work in the near future.

David Glass is a consultant solicitor at Excello Law