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Description
* First book of its kind to focus on the power of the majority as opposed to the rights of the minority, offering practical advice on ways of minimising risks when enforcing shareholder power
* Considers the methods of expropriating shares from minority shareholders ( or limiting their rights) enabling practitioners to easily compare advantages and disadvantages of the different approaches
* Extensive use of examples of the kinds of conduct which are likely to result in successful challenges brought by minority shareholders
* Written by two tenants at Erskine Chambers, a leading company law set
Majority shareholders often wish to act in ways that may disadvantage the minority. For example, it may be in the majority's interest to obtain complete control of a company by acquiring the minority's shares. Alternatively, the majority may want to increase their control without expropriating the minority's shares. The majority may wish, for example, to exclude the minority from participation in future rights issues. In these kinds of situations, however, there is likely to be considerable uncertainty as to the risks that the exercise of the majority's power will be open to challenge by the minority. By providing distinct practical advice this book will assist majority shareholders in exercising their power, to enable them to avoid successful challenges brought by disgruntled minorities.
This book considers, firstly, different ways in which majority shareholders may exercise their power to expropriate shares from minority shareholders. It then analyses each of these methods and suggests ways of reducing the risks that such actionsof these methods may be challenged by disaffected minorities. Methods of expropriation included in this section include: the introduction of expropriation provisions into a company's articles of association; schemes of arrangement under s 425; and compulsory acquisition of shares under ss 428-430.
Further, the authors consider ways in which majority shareholders may control minority shareholders without expropriating shares from them. Topics in this section include the majority's power to vary rights attached to the minority's shares and to exclude the minority from participation in rights issues.
Finally, the book discusses a variety of other topical issues that are relevant to majority control, for example, the extent of the majority's power to ratify wrongs they have committed against the company and the majority's power to limit dissent at company meetings.
This new work will provide an invaluable reference guide to anyone advising majority shareholders. It is the first of it kind to concentrate offering practical advice to majority shareholders on ways of minimising the risk that their actions are being challenged.

Readership: Company lawyers; Solicitors and other legal practitioners specialising in company law will rely on the book as a reference guide when advising majority shareholders and directors.
Finance lawyers; Questions involving the exercise of majority power often arise in connection with the restructuring of bonds and other securities. The book is therefore likely to be of interest as a reference guide to solicitors and other practitioners specialising in this kind of work.
Company secretarial and in-house legal departments; The company secretarial and in-house legal departments of major companies may be interested in purchasing the book, if they are asked by directors to advise on the risks of minority shareholder action.

Contents
Part I: Introduction
1. Purpose of book
2. Methods of controlling the exercise of majority power
Part II: Expropriation of Shares
3. Drag-along provisions
4. Forfeiture provisions
5. "Squeeze-out" mechanisms
6. Consolidation and sale of fractions of shares
7. Compulsory Acquisition under sections 428-230 of the Companies Act 1985
8. Schemes of arrangement under section 425 of the Companies Act 1985
Part III: Shares and Share Capital
9. Rights issues and other capital issues
10. Rights attached to shares
11. Variation of rights attached to shares
Part IV: Other Relevant Issues
12. Terminating shareholder agreements
13. Company meetings
14. Shadow directorship
15. Ratification