It must be admitted that there is already an extensive literature in the form of both monographs and periodical articles on the subject of minority remedies. A further attempt to explore this controversial and complex subject is nevertheless warranted not only by the continuing developments in the case law but even more so by the fundamental reforming work of the Law Commission, as further appraised and amplified by the work in progress of the Company Law Review Steering Group. To this must be added the impact of the new Civil Procedure Rules and the possible effect of conditional fee agreements.

The first two chapters explore in turn the Foss v. Harbottle rule and the common law actions that the rule itself permits despite its general prohibition against minority suits. These topics are explored in the context of their legal history as well as in the light of legal theory and comparative law. Consideration is given to the possible reasons for the long neglect of this area by law reformers. A further matter requiring attention relates to the problems in terms of both policy and practice posed by the public listed company.

The most significant reform set out in the Law Commission's Report on shareholder remedies is a new statutory derivative action to replace its common law equivalent. Broadly, this new remedy is based on models provided by existing Commonwealth legislation. The Law Commission's version is, however, somewhat more cautiously conservative than, for example, the well-tested Canadian model.