In what circumstances would the courts intervene in a shareholder dispute?
Alberta, Canada
The following excerpt is from Seidel v. Kerr, 2003 ABCA 267 (CanLII):
The courts would intervene only in limited circumstances. Jenkins L.J. in Edwards v. Halliwell, [1950] 2 All E.R. 1064 at 1067 (C.A.) set out four exceptions to the rule in Foss, supra: 1. an act which is ultra vires the company or illegal; 2. an act which constitutes a fraud against the minority and the wrongdoers are themselves in control of the company; 3. an irregularity in the passing of a resolution which requires a qualified majority; 4. an act which infringes the personal rights of an individual shareholder.
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