What common law recognizes what came to be known as the "indoor management rule"?

New Brunswick, Canada


The following excerpt is from Russell v Northumberland Cooperative Ltd., 2018 NBQB 165 (CanLII):

Actually, the common law recognizes what came to be known as the “indoor management rule”: The companion indoor management rule has also played a significant role in restricting minority shareholders' rights to redress. At common law, if an act that was claimed to be wrongful could be ratified by the majority at a general meeting of shareholders, neither the corporation nor an individual shareholder could sue to redress the wrong. The rationale for this was that courts were reluctant to interfere in the internal management affairs of the corporation. (Rea v. Wildeboer, supra at para. 16)

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