Borrowing from English Equity and Minority Shareholders’ Actions

Niall R Whitty

in A Mixed Legal System in Transition

Published by Edinburgh University Press

Published in print July 2005 | ISBN: 9780748623358
Published online March 2012 | e-ISBN: 9780748651467 | DOI:
Borrowing from English Equity and Minority Shareholders’ Actions

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In Anderson v Hogg a shareholder in a company presented a petition under section 459 of the Companies Act 1985 for relief against unfair prejudice. The petitioner sought to have the respondent ordained to repay to the company sums which the company had paid to the respondent by way of allegedly unauthorised salary bonus, redundancy payments, and the like. In the Outer House, Lord Reed found that the various payments did not result in unfair prejudice to the petitioning shareholder and refused the petition. This chapter argues that the traditional Scottish scepticism about equity as a source is well justified. In particular, it is justified by among other things the very policy against unwise anglicisation which Sir Thomas normally preached. More specifically, the chapter contends that it is misleading to say that the Court of Session has an equitable jurisdiction comparable to that of the English Court of Chancery; that we do not need such a jurisdiction; and what is more we are better off without it.

Keywords: Anderson v Hogg; Companies Act 1985; unfair prejudice; equity; anglicization; Sir Thomas Smith; Court of Session; jurisdiction; Court of Chancery

Chapter.  8725 words. 

Subjects: History of Law

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