Medium2 marksMultiple Choice
Management, administration and the regulation of companiesSyllabus FMinority ProtectionDerivative Claims

ACCA · Question 20 · Management, administration and the regulation of companies

Section A

A minority shareholder in a company discovers that the majority shareholder, who is also a director, has been negligently selling company assets to his own family members at a massive undervalue. The company itself refuses to sue the director. What legal action can the minority shareholder take to enforce the company's rights against the director?

Answer options:

A.

Bring a claim for unfair prejudice under s.994.

B.

Bring a derivative claim under Part 11 of the Companies Act 2006.

C.

Petition for the compulsory winding up of the company on just and equitable grounds.

D.

Report the director to the Registrar of Companies for immediate disqualification.

How to approach this question

Identify the statutory mechanism that allows a shareholder to sue on behalf of the company.

Full Answer

B.Bring a derivative claim under Part 11 of the Companies Act 2006.✓ Correct
Under Part 11 of the Companies Act 2006, a derivative claim may be brought by a member of a company in respect of a cause of action vested in the company, and seeking relief on behalf of the company. It can be brought against a director for negligence, default, breach of duty, or breach of trust.

Common mistakes

Confusing a derivative claim (suing on behalf of the company for a wrong done to the company) with an unfair prejudice petition (suing for a wrong done to the shareholder personally).

Practice the full ACCA LW — Corporate and Business Law Practice Exam 5

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