In this thesis I consider the problem of the minority shareholder in the privateudcorporation who seeks to recover compensation on behalf of the companyudwhere the wrongdoers are in control and thus prevent any action being taken.udAt common law the minority shareholder was severely restricted by the Ruleudin Foss v. Harbottle. This stated that the company was the proper plaintiff forudwrongs done to it and that internal irregularities could be cured by theudcompany in general meeting. From this various exceptions developed to allowudthe minority shareholder the right to bring a derivative action on behalf of theudcorporation. The conditions to allow this to happen were, however, extremelyudrestrictive. Accordingly various law reform committees recommended theudintroduction of statutory remedies to alleviate the problems of the minorityudshareholder. In Australia, the principal statutory remedy introduced was theudoppression remedy, now contained in s.260 of the Corporations Law. Thisudremedy has suffered from a number of defects. The judiciary has given s.260uda more narrow scope than was arguably intended and there are a number ofudproblems with the wording of the section and its interrelationship with otherudareas of the law. It is therefore apposite to consider the alternatives offered toudthe minority shareholder in England, Canada and the United States, as well asudother common law options available in Australia. These options including theudpersonal action by the minority shareholder to recover on the basis that thereudhas been a breach of the constitution of the company and/or an action in tort.udBoth Canada and the United States have developed a procedural framework toudallow shareholders to bring a derivative action and this appears to provide theudmember with easier access to the courts than the present Australian options.udFinally, I conclude by submitting that the existing avenues; the oppressionudremedy, the personal action and the tortious remedy do not provide convenientudavenues for the minority shareholders to pursue wrongs to the corporation byudthose in control and that Australia would benefit from the introduction of theudstatutory derivative action.udThe law is stated as at 31/8/1992.
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