ABSTRACT
In a number of cases, where what has been alleged to have been done would, if proved, be a wrong done to the company and where a majority of the shareholders are apparently willing to ratify and adopt what has been done, the courts are still prepared to allow a minority shareholder to bring an action. These cases illustrate a genuine exception to the rule in Foss v Harbottle and are allowed in cases where what is alleged amounts to a ‘fraud on the minority’ by those in control.27
