Two Kinds of Justice: Human and Devine


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The Denning Law Journal Vol 20 2008 pp 253-254 
 

BOOK REVIEW  
 

SHAREHOLDERS’ RIGHTS 
 

 Robin Hollington QC, 5th ed, (Sweet & Maxwell, London 2007) 
Hardback ISBN 9781847030221 £155 

 
Alistair Alcock∗

 
Now in its fifth edition, this work by a leading practitioner in the area has 

become very well established. Despite its name, it covers a wide area, setting 
possible shareholder claims in the general framework of company law, 
separate legal personality, the statutory contract, majority rule and a quite 
detailed look at directors’ duties.  

Turning to the possible causes of action, the book understandably 
concentrates on the Unfair Prejudice Remedy (section 459 of the Companies 
Act 1985, now section 994 of the Companies Act 2006) with separate 
chapters on the principles, the remedies and practice and procedure. These 
take up about half of the book’s 400 or so pages. The 2006 Act makes no 
substantive change to the law in this area and one might have thought that 
with the House of Lord’s decision in O’Neill v Phillips  [1999] 1 WLR 1092, 
(a case in which the author was counsel for the petitioner), further 
commentary on this remedy might not be necessary. However, it remains a 
much litigated provision as can be seen from the number of recent cases the 
author cites, and for this alone, a new edition would probably be justified. 

More significant changes are found in other parts of the book where the 
2006 Act may have changed the substantive law, particularly regarding 
directors’ duties and derivative actions. I say ‘may’ because, as the author 
comments, it is not clear how much the codification of directors’ general 
duties and the replacement of the common law derivative action (usually for 
‘fraud on the minority’) by a statutory action will change the courts’ attitudes. 
In chapters 4 and 6 on these two areas, the author lays out the pre- and post-
2006 Act positions which will be particularly useful to practitioners struggling 
with actions based on facts on either side of the Act’s implementation dates. If 
I had one criticism of this, it might be that a few more Commonwealth 
decisions from jurisdictions where company law was reformed some years 
ago, might have been used to illustrate how the courts could now interpret the 

 
∗ Professor and Founding Head of Salford Law School. 



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UK codification or statutory remedy. Still, the author might be right to believe 
that the courts will still heavily rely on the pre-2006 Act UK cases. 

Despite the concentration on the Unfair Prejudice Remedy, and elsewhere 
on the 2006 Act developments, one of the most fascinating parts of the book 
is chapter 11 on the Personal Rights of Shareholders. Here the author tackles 
the minefield created by the concept of ‘reflected loss’ as discussed in cases 
like Johnson v Gore Wood [2002] 2 AC 1 and [2003] EWCA Civ 1728. I shall 
certainly be looking at this chapter again before I have to give lectures to my 
students on this subject. Indeed, although this is a book written primarily for 
practitioners by a leading practitioner, it is tackling subjects of enormous 
academic interest and the author has tried to extract the general principles that 
are being applied in this complex area, highlighting them in chapter 2.  

I am sure that this latest edition of Shareholders’ Rights will not be the 
last as the practical consequences of the 2006 Act begin to be worked out, no 
doubt with the author directly involved in the cases. In the meantime, I would 
also like to compliment the publishers on the pleasing quality of the print and 
paper. As the whole area of Company Law has expanded, those of us involved 
in it have become used to ever smaller print and almost transparent paper. 
This, at least, is one honourable exception!