2011年ACCA公司法和商法F4(双语)讲义：第二十一章
21 Minorities 1 Case lawFoss v. Harbottle: the internal management rule
1.1 (a) 'The proper plaintiff for wrongs done to a company is the company itself acting through its majority shareholders'.
(b) Thus decisions made or ratified by the majority cannot be disputed by the minority.
Exceptions
1.2 There are a number of apparent exceptions where an individual member may bring an action on behalf of the company (a 'derivative' action).
(a) a minority shareholder, can obtain an injunction to prevent a proposed act by the directors which would be ultra vires the company. This will not apply where the contract has already been agreed or ratified by a SR; Parke v Daily News.
(b) a minority shareholder can obtain an injunction to prevent the directors from allowing the company to commit a criminal offence;
(c) the court will grant a remedy if the directors in breach of their duties to the company have committed a 'fraud on the minority' e.g. where directors have used their powers dishonestly to benefit themselves at the expense of the company: Cook v Deeks.
Dishonest intention is not necessary gross negligence will be enough: Daniels v Daniels, but note Pavlides v Jensen.
1.3 Where the wrong is to a member personally shareholders have the right to sue to uphold their rights (S14 CA85): Pender v Lushington.
2 Statute外语学习网
2.1 Members have specific rights within the CA85 to take action to prevent changes in company policy or internal regulation e.g. 55 – Alteration of objects
Members also have general rights to take action.
S.459: Conduct "unfairly prejudicial".
S.122(g)IA 86: 'Just and equitable' winding up.
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