An institutional analysis of UK ostensible minority shareholder protection mechanisms

Research output: Contribution to journalArticlepeer-review

Abstract / Description of output

This article argues that there is a conundrum at the heart of the company law understanding of ostensible minority protection mechanisms (the derivative claim and unfair prejudice): they are terrible at protecting those that they are thought to protect. The hurdles to access the remedies are too high, there is undue focus on the behaviour of the wronged party, costs are uncertain, and relief inadequate. This conundrum can be resolved by applying an institutional analysis and exploring the rules from the perspective of the company. Here, a number apparent weaknesses in the regime are mostly strengths for the company. The remedies are important for the company as they act as a ‘lightning rod’: all complaints by disgruntled shareholders are funnelled through these hegemonic argumentation structures, which protect the institutional arrangement of the company and, in turn, that part of the institutional environment which is company law.
Original languageEnglish
Pages (from-to)1-40
JournalJournal of Corporate Law Studies
Early online date11 Dec 2023
Publication statusE-pub ahead of print - 11 Dec 2023

Keywords / Materials (for Non-textual outputs)

  • minority protection
  • unfair prejudice
  • derivative claim


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