Majority Dictates and Minority Rights: 'Oppression and Mismanagement' Law and Practice in India - A Primer for International Business Lawyers

摘要

One of the foundational democratic principles of modern Company Law is that the majority shareholders of the company decide the company's policy, and take internal management decisions, binding the minority, which are not usually interfered with by the company courts and tribunals. This was first judicially recognized and established in the famous English case of Foss v. Harbottle two centuries ago. Numerous exceptions have however also evolved from time to time to the Foss v. Harbottle rule. One such exception is 'Oppression and Mismanagement'. And so, the statutory remedies for oppression of the members and mismanagement of the company assume much importance. However, the oppressed minority members cannot easily surmount the necessary statutory thresholds for availing these remedies. Bearing in mind the limiting considerations, this article scrutinizes the current Company Law and policy challenges in this realm in India, by pointedly analysing the key legal provisions in light of some important disputes and case law from India, which also rely on some English cases as well. The salient concluding results clearly and succinctly present the key legal aspects of the regulatory law and practice in India in this crucial area of Company Law, thus making this article an informative and analytical Primer on this area for International Business Lawyers.