The Theory of the Firm Essay

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Citation: 8 Oxford J. Legal Stud. 55 1988 Content downloaded/printed from HeinOnline ( Mon Oct 20 09:01:18 2014 -- Your use of this HeinOnline PDF indicates your acceptance of HeinOnline's Terms and Conditions of the license agreement available at -- The search text of this PDF is generated from uncorrected OCR text. -- To obtain permission to use this article beyond the scope of your HeinOnline license, please use: &operation=go&searchType=0 &lastSearch=simple&all=on&titleOrStdNo=0143-6503 THE THEORY OF THE FIRM: MINORITY SHAREHOLDER OPPRESSION: SECTIONS 459-461 OF THE COMPANIES ACT 1985 D. D. PRENTICE* INTRODUCTION This article will examine sections 459-461 of the Companies Act 1985 which unquestionably provide the principal remedy for minority shareholder oppression. 1 The most important provision in this fasciculus of sections is section 459' which provides: (1) A member of a company may apply to the court by petition for an order under this Part [i.e. Part XVII] on the ground that the company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of some part of the members (including at least himself) or that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial. (2) The provisions of this Part apply to a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law, as those provisions apply to a member of a company; and references to a member or members are to be construed accordingly. Sections 459-461 were first introduced by section 75 of the Companies Act 1980 which replaced section 210 of the Companies Act 1948 the shortcomings of which have been
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