Phillip Taylor MBE review. Minority Shareholders

BOOK REVIEW

MINORITY SHAREHOLDERS
Law, Practice and Procedure
Fifth Edition

By Victor Joffe QC, David Drake, Giles Richardson, Daniel Lightman and Timothy Collingwood

OXFORD UNIVERSITY PRESS

ISBN: 978 0 19968 797 8


THE ESTABLISHED AND AUTHORITATIVE WORK OF REFERENCE IN THIS SPECIALIST AREA OF LAW – NOW IN A NEW FIFTH EDITION

An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers

The position of minority shareholders within a company is all too often precarious, is it not? Yet how many companies could continue to exist without them? Enter therefore this new or relatively new-ish specialist field of law which places minority shareholders at the centre of analysis and enquiry.

This is a ‘relatively confined but complex and fascinating area of the law,’ writes Briggs LJ in the Foreword. What a benefit then, for hard-pressed practitioners, that this highly regarded work of reference came into being in 2000 -- and, reflecting the continuing change in this field -- is now out in a new fifth edition from the Oxford University Press.

The book is divided logically into eight chapters following a thought-provoking introduction by co-author David Drake. In an area of law which revolves round a mix of statutory and common law -- and equity as well, the book first presents a discussion of directors’ duties -- expanded in this new edition -- which reveals a formidable number of problem areas-- or grey areas, you might call them – which, as is the case with other subject areas dealt with in the book, are elaborated upon throughout by judicial commentary and case law.

Derivative claims and personal claims are covered in Chapters 2 and 3, while rights conferred on shareholders by the Companies Act 2006 are dealt with in the fourth chapter which focusses on such issues, for example, as class rights, company meetings and inspection of registers. In Chapter 5, petitions for the winding up of a company are explained in detail while in Chapters 6 and 7 the focus moves to the substantive and procedural aspects of petitions under CA 2006.

The most significant new material, however, is contained in Chapter 8, headed ‘Foreign Aspects’. Reflecting the dramatic increase in cross-border and global business, this chapter includes in the words of the authors, ‘discussion of jurisdictional and procedural problems arising in relation to foreign companies and parties.’

At this point we think it important to quote Briggs LJ who refers to Chapter 8 as ‘a tour de force of compressed analysis and practical detail without which no practitioner, or we would say, judge in this field, can expect safely to sail these turbulent and rock-strewn international waters.’

Practitioners charged with navigating their clients through such turbulent channels of legal complexity would be well advised to keep a copy of this authoritative work of reference conveniently to hand. In addition the book also provides extensive tables of cases and of legislation and there’s a useful appendix containing 170 pages of forms and precedents.

You’ll also note from the preface that all the royalties from this work are being donated to charities for disadvantaged children and Medicins Sans Frontieres.

The publication date is cited as at July 2014.

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