ABSTRACT
You are advised to ensure in answering any question, whether it be essay or problem question, to consider the full range of shareholder protection that might be available. Exceptions to Foss v Harbottle are less important in practice than formerly. However, they may well still rear their head in the examination room! Sections 459-61 are extremely important. Not only will they crop up in essay and problem questions specifically designed to test a candidate’s knowledge on these areas, but they must be borne in mind in answering any question on company law, as disgruntled shareholders may feature in any problem question. Do not forget just and equitable winding up as a shareholder’s remedy either. In addition, there may be other areas which involve shareholder protection which you may be able to invoke. For example, minorities are able to require company meetings to be called; at meetings they may require a poll; minorities may be able to force a company investigation, etc. In short, the whole question of shareholder protection permeates the entire Companies Act and you should seek to display a breadth of knowledge in answering examination questions involving shareholder protection.
