ABSTRACT
The Law Commission recognised and addressed the problem in both its Consultation Paper and Report on Shareholder Remedies, recommending that courts exercise strong case management of s 994 petitions. The importance of defining the strict legal rights of shareholders has been eclipsed by the availability of the very popular unfairly prejudicial conduct petition under s 994 of the Companies Act 2006, for which a very wide range of remedies may be granted by the court. Shareholders may bring legal actions asserting their personal rights as shareholders. The special costs rules that apply to derivative claims do not apply to s 994 petitions because the rationale for making the company indemnify the claimant shareholder is not present. Where the wrongdoers are directors, the potential exists for wrongs to be overlooked and no remedies pursued by the company because it is the wrongdoers who are managing the company.
