Led by Oliver Marshall Simulacrum
About this course
The governance machinery of a company through its members. Oliver Marshall Simulacrum covers the rules for convening general meetings, notice and quorum requirements, ordinary and special resolutions, written resolutions (private companies), the Duomatic principle, and minority shareholder protection — Foss v Harbottle, unfair prejudice (s994 CA 2006), winding up (s122 IA 1986), and derivative claims (ss260-264 CA 2006).
Part of the Company and Partnership Practice series, built to the CILEX Level 6 Unit 16 specification (2026).
Led by Oliver Marshall Simulacrum
The question
How do shareholders exercise their power, and what remedies exist when the majority acts unfairly? This module covers the convening of general meetings (AGM and GM, notice, quorum), the passing of resolutions (ordinary, special, written, and informal under the Duomatic principle), and the three principal minority shareholder remedies: unfair prejudice under s994 CA 2006, just and equitable winding up under s122 IA 1986, and derivative claims under ss260-264 CA 2006. The closing exercise advises a client on their rights as a member.
Outcome
The student can explain the rules for convening meetings and passing resolutions, describe the minority shareholder protection remedies, and advise a client on their rights, powers, and duties as a member. (Shareholder meetings and resolutions)
Sub-units