Explain in brief the justification and advantages laid down in the Rule in Foss v Harbottle case law under the provisions of the Companies Act, 2013.

CS Executive · Company Law · PYQS · December 2024
Explain in brief the justification and advantages laid down in the Rule in Foss v Harbottle case law under the provisions of the Companies Act, 2013.

Answer & Explanation:

Justification: The justification for the rule laid down in Foss v Harbottle 67 E.R 189; (1843) 2 Hare 461 can be summarized as follows- the will of the majority prevails. The Rule preserves the right of the majority to run the company as per the wish of the majority. Generally, if any wrong is done to the company, the company being a juristic person capable of suing and being sued, it is the company itself that can seek redressal from the appropriate legal forum and not an individual shareholder. Advantages: The main advantage of the principles enunciated in the Foss v Harbottle case law are: Recognition of the separate personality of the company Need to preserve the right of majority to decide how the affairs of the company shall be conducted Avoiding multiple suits by minority shareholders for petty grievances - real or imaginary Futile litigation by minority if the irregularity complained of can be subsequently ratified by the majority shareholders.

Topics: Prevention of Oppression and Mismanagement

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