Chapter 8 Further reading

L Roach, Company Law (2^nd edn, OUP 2022) ch 15.

Provides a detailed an accessible account of all the statutory members remedies.

PL Davies and S Worthington, Gower & Davies’ Principles of Modern Company Law (11^th edn, Sweet & Maxwell 2021) chs 14 and 15.

A detailed, yet lucid, account of the unfair prejudice remedy and the derivative claim.

D French, Mayson, French & Ryan on Company Law (37^th edn, OUP 2021) ch 18.

Provides an authoritative discussion of all the member remedies discussed in this chapter.

D Kershaw, Company Law in Context: Text and Materials (2^nd edn, OUP 2012) chs 15 and 16.

Provides a highly contextual discussion of all the member remedies discussed in this chapter. Very good selection of supporting materials.

S Acton, ‘Just and Equitable Winding Up: The Strange Case of the Disappearing Jurisdiction’ (2001) 22 Co Law 134.

Explores the relationship between the unfair prejudice remedy and the winding up petition. Strongly criticizes a number of decisions that restrict the situations in which a company can be wound up on just and equitable grounds.

MR Chesterman, ‘The “Just and Equitable” Winding Up of Small Private Companies’ (1973) 36 MLR 129.

Discusses the winding up remedy found in the Insolvency Act 1986, s 122(1)(g), focusing on its use in relation to private companies.

B Clark, ‘Unfair Prejudicial Conduct: A Pathway Through the Maze’ (2001) 22 Co Law 170.

Provides an overview of the process of making a claim based on unfairly prejudicial conduct.

R Gregory, ‘What is the Rule in Foss v Harbottle?’ (1982) 45 MLR 584.

Discusses the rule in Foss, in light of the seminal case of Prudential Assurance v Newman Industries (No 2).

HC Hirt, ‘In What Circumstances Should Breaches of Directors’ Duties Give Rise to a Remedy Under ss 459-461 of the Companies Act 1985?’ (2003) 24 Co Law 100.

Discusses to what extent a breach of directors’ duties can amount to unfairly prejudicial conduct, and explores the relationship between the unfair prejudice remedy and the rule in Foss v Harbottle.

A Keay, ‘An Assessment of Private Enforcement Actions for Directors’ Breaches of Duty’ (2014) 33 CLQ 76

Discusses the different ways in which breaches of directors’ duties can be enforced, including derivative proceedings.

C Mitchell, ‘Shareholders’ Claims for Reflective Loss’ (2004) 120 457.

Provides a readable and analytical account of the ‘no reflective’ loss principle.

P Von Nessen, SH Goo and C Keong Low, ‘The Statutory Derivative Action: Now Showing Near You’ (2008) JBL 627.

Discusses the worldwide proliferation of the statutory derivative claim and how such claims operate in the UK, Commonwealth countries, the USA and Hong Kong.

KW Wedderburn, ‘Shareholders’ Rights and the Rule in Foss v Harbottle’ [1957] CLJ 194.

Despite its age, this remains a seminal article on a member’s ability to enforce the constitution, and how this relates to the rule in Foss v Harbottle.

Law Commission, Shareholder Remedies (Law Com Report No 246, HMSO 1997).

Law Commission, Shareholder Remedies: Consultation Paper (Law Com CP No 142, HMSO 1996).

Analyses the rule in Foss v Harbottle, the unfair prejudice remedy, and the winding up remedy. As with all Law Commission documents and reports, the material is set out in an extremely accessible manner.