ABSTRACT
This chapter describes the way in which minority shareholders can protect themselves against the actions of the majority. It begins by considering the so-called rule in Foss v Harbottle, which enshrines the principle of shareholder democracy. This means that the majority shareholders can vote for whatever they want at a company meeting, in accordance with the company's constitution; and they can vote to amend the constitution if the appropriate procedures are followed. The first basis on which the will of the majority shareholders can be resisted is by means of a 'derivative action'. The second basis on which the will of the majority shareholders can be resisted is where there has been some unfair prejudice to the minority. The third basis on which the will of the majority shareholders can be resisted is where the company is wound up on the 'just and equitable ground' in the insolvency legislation.
