Can minority shareholders sue the directors of a company in which they are a member?

British Columbia, Canada


The following excerpt is from Hoole v. Advani, 1996 CanLII 1392 (BC SC):

25 In Foss v. Harbottle, the minority shareholders were prevented from suing directors of the corporation of which they were members for a wrong they alleged the directors did the company. It appears the rule prevents, in certain circumstances, minority shareholders from suing, on behalf of the company, the directors of the company in which they are shareholders. However, given the exception discussed above, those same shareholders may sue the directors for damage they incurred personally as a result of their "personal and individual rights of membership" being "invaded".

Other Questions


Is there a fiduciary relationship between a director of a private equity company and the director of the company? (British Columbia, Canada)
Can a shareholder of a company who is not a director of the company make an application for an oppressive manner? (British Columbia, Canada)
When a managing director of a company acts in breach of his fiduciary duties to the company, does he have to disclose to the purchaser of a part of the company’s business? (British Columbia, Canada)
Is it improper for a director to make a call on some members of a class of shareholders without making a similar call on all other members of that class? (British Columbia, Canada)
Can a shareholder of a company sue the company for damages arising from a breach of fiduciary trust? (British Columbia, Canada)
Can a shareholder of a company sue the company for damages? (British Columbia, Canada)
In what circumstances will the Director of Directors of a Corporation be able to claim that a claim against the Corporation is based on an allegation that the Corporation has not paid the Director a fair share of the proceeds of litigation? (British Columbia, Canada)
What is the scope of a director's fiduciary duty to a minority shareholder? (British Columbia, Canada)
Is there any case law where a majority shareholder's shares in a company are sold to a single director at a premium? (British Columbia, Canada)
Does a dispute between shareholders between directors of a private equity company constitute bad faith? (British Columbia, Canada)
X



Alexi white


"The most advanced legal research software ever built."

Trusted by top litigators from across North America.