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Shareholder Oppression
Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in non-publicly traded companies, because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation. The majority shareholders may harm the economic interests of the minority by refusing to declare dividends or attempting a squeezeout. The majority may physically lock the minority out of the corporate premises and even deny the minority the right to inspect corporate records and books, making it necessary for the minority to sue every time it wants to look at them. An important concept in law pertaining to shareholder oppression is the " reasonable expectations" of the minority shareholder. The "fair dealing" standard is also sometimes used by courts. The potential for shareholder oppression a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder
A shareholder (in the United States often referred to as stockholder) of corporate stock refers to an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of shareholders on the business is determined by the shareholding percentage owned. Shareholders of corporations are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Business Judgment Rule
The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation ... are clothed with hepresumption, which the law accords to them, of being otivatedin their conduct by a bona fides regard for the interests of the corporation whose affairs the stockholders have committed to their charge."''Gimbel v. Signal Cos.'', 316 A.2d 599, 608 (Del. Ch. 1974). The rule exists in some form in most common law countries, including the United States, Canada, England and Wales, and Australia. To challenge the actions of a corporation's board of directors, a plaintiff assumes "the burden of providing evidence that directors, in reaching their challenged decision, breached any one of the triads of their fiduciary duty — good faith, loyalty, or due care." Failing to do so, a plaintiff "is not entitled to any remedy unless the transaction constitut ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 2006
The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law. The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely superseded the Companies Act 1985. The act provides a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. The key provisions are: * the act codifies certain existing common law principles, such as those relating to directors' duties. * it transposes into UK law the Takeover Directive and the Transparency Directive of the European Union * it introduces various new provisions for private and public companies. * it applies a single company law regime across the United Kingdom, replacing the two separate (if identical) systems for Great Britain and Northern Ireland. * it otherwise amends or restates almost all of the Companies Act 1985 to varying degrees ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United Kingdom
The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Northwestern Europe, off the coast of European mainland, the continental mainland. It comprises England, Scotland, Wales and Northern Ireland. The UK includes the island of Great Britain, the north-eastern part of the island of Ireland, and most of List of islands of the United Kingdom, the smaller islands within the British Isles, covering . Northern Ireland shares Republic of Ireland–United Kingdom border, a land border with the Republic of Ireland; otherwise, the UK is surrounded by the Atlantic Ocean, the North Sea, the English Channel, the Celtic Sea and the Irish Sea. It maintains sovereignty over the British Overseas Territories, which are located across various oceans and seas globally. The UK had an estimated population of over 68.2 million people in 2023. The capital and largest city of both England and the UK is London. The cities o ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
European Union
The European Union (EU) is a supranational union, supranational political union, political and economic union of Member state of the European Union, member states that are Geography of the European Union, located primarily in Europe. The union has a total area of and an estimated population of over 449million as of 2024. The EU is often described as a ''sui generis'' political entity combining characteristics of both a federation and a confederation. Containing 5.5% of the world population in 2023, EU member states generated a nominal gross domestic product (GDP) of around €17.935 trillion in 2024, accounting for approximately one sixth of global economic output. Its cornerstone, the European Union Customs Union, Customs Union, paved the way to establishing European Single Market, an internal single market based on standardised European Union law, legal framework and legislation that applies in all member states in those matters, and only those matters, where the states ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (legal person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Oppression Remedies
In corporate law in Commonwealth countries, an oppression remedy is a statutory right available to oppressed shareholders. It empowers the shareholders to bring an action against the corporation in which they own shares when the conduct of the company has an effect that is oppressive, unfairly prejudicial, or unfairly disregards the interests of a shareholder. It was introduced in response to ''Foss v Harbottle'', which had held that where a company's actions were ratified by a majority of the shareholders, the courts will not generally interfere. It has been widely copied in companies legislation throughout the Commonwealth, including: :* the ''Canada Business Corporations Act'', and :* the ''Corporations Act 2001'' of Australia :* the ''Companies Act 1993'' of New Zealand :* the '' Companies Act, 2008'' of South Africa :* the ''Companies Act'' of Singapore :* the ''Companies Act 1965'' of Malaysia The ''Companies Ordinance'' of Hong Kong also contains similar provisions. Introd ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Majority Rule
In social choice theory, the majority rule (MR) is a social choice rule which says that, when comparing two options (such as bills or candidates), the option preferred by more than half of the voters (a ''majority'') should win. In political philosophy, the ''majority rule'' is one of two major competing notions of democracy. The most common alternative is given by the utilitarian rule (or other welfarist rules), which identify the spirit of liberal democracy with the equal consideration of interests.Ball, Terence and Antis Loizides"James Mill" The Stanford Encyclopedia of Philosophy (Winter 2020 Edition), Edward N. Zalta (ed.). Although the two rules can disagree in theory, political philosophers beginning with James Mill have argued the two can be reconciled in practice, with majority rule being a valid approximation to the utilitarian rule whenever voters share similarly-strong preferences. This position has found strong support in many social choice models, where the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Merger
Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorption, a merger, a tender offer or a hostile takeover. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is the legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. Most countries require mergers and acquisitions to comply with antitrust or competition law. In the United States, for example, the Clayt ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporation
A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in Corporate law, law for certain purposes. Early incorporated entities were established by charter (i.e., by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through List of company registers, registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue share capital, stock, or whether they are formed to make a profit (accounting), profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this articl ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Common Law
Common law (also known as judicial precedent, judge-made law, or case law) is the body of law primarily developed through judicial decisions rather than statutes. Although common law may incorporate certain statutes, it is largely based on precedent—judicial rulings made in previous similar cases. The presiding judge determines which precedents to apply in deciding each new case. Common law is deeply rooted in Precedent, ''stare decisis'' ("to stand by things decided"), where courts follow precedents established by previous decisions. When a similar case has been resolved, courts typically align their reasoning with the precedent set in that decision. However, in a "case of first impression" with no precedent or clear legislative guidance, judges are empowered to resolve the issue and establish new precedent. The common law, so named because it was common to all the king's courts across England, originated in the practices of the courts of the English kings in the centuries fo ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Law
Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation.John Armour, Henry Hansmann, Reinier Kraakman, Mariana Pargendler "What is Corporate Law?" in ''The Anatomy of Corporate Law: A Comparative and Functional Approach''(Eds Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock, Oxford University Press 2017)1.1 It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership, capital market, and business culture rules diff ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
