CHAPTER ONE

INTRODUCTION
In global governance and administration, democratic principles are gaining greater momentum
and taking its rightful place in most administrative processes of most polity. Little wonder we
hear of democracy as being “the government of the people by the people and for the people” as
defined by Abraham Lincoln. Meaning that majority carries the vote. Like in democratic setting
as that of Nigeria it is seen that the electorates holds the key to who becomes what with respect
to Executive cum legislative powers of the sovereign state called Nigeria. With respect to the
office of the president the constitution provides thus:“A candidate for an election to the office
of president shall be deemed to have been duly elected to such office where being the only
candidate nominated for the election (a) he has the majority of YES votes over NO votes cast
at the election1. This goes to show the power of majority could play out to determine who takes
over reigns of leadership. In the same manner, business organizations as artificial personalities
also recognized and imbibed this democratic principle of allowing majority rule to gain
ascendancy. As it is said that “Corporate Democracy is presumed when the will of the majority
constitute the decision of the body…However, the application of this principle of Corporate
democracy and sovereignty have been targeted on the minority … creating adverse effect on
them”2 This brings us to the principle of majority rule in company administration and minority
protection therein. As it is germane that in company administration, democracy also rules
supreme. Since matters expected to be handled by the majority shareholders of the company
cannot be handled by the minority shareholders since the interest of the company is what is
sought to be protected by the majority, on the rationale that if such decisions are allowed to be
made by the minority shareholders or left in their control, they may just act in fulfilment of their
selfish interest as against the collective good of the organization.
However it has also been pointed out that just as in real democratic political settings the majority
may not also be protective of the minority rights and privileges, as there has been myriads of
such complaint of minority oppression by majority in our national life for example 3. Where the
majority groups appears not to act in the general interest of the polity, nor protect the interest of
the minority who feels that more attention should be given to them. Hence the calls and agitation
for the protection of the interest of the minority by the agitators4.
In this work, we will be taking a cursory look at the Definition and origin of the principle of
Majority Rule and The position of Nigerian legislation on the Principle vis avis minority

1
Section 133(a) CFRN.
2
Nigerian Law Today (Mon, 2 Sept,2013.)
3
Nigerian State.
4
In 1996, when late Military Head of State General Sani Abachi , Mobilized one million youth through his “Youths
Earnestly Yearn For Abacha” campaign, coordinated by Daniel Kalu in Abuja, the youths from the minority Niger
Delta saw the impact of the oil tapped from their region in the Federal Capital territory(Abuja) which was in wild
contrast with the impoverished look of their region. This sprang the contemporary agitation for derivative policy
and resource control by the minority group.

1
protection, Nigerian Judicial authorities, the south African, Ghana and United Kingdom
comparative examples and Conclusion.

CHAPTER TWO
2.0 THE DEFINITION AND ORIGIN OF THE PRINCIPLE OF MAJORITY RULE
2.1 DEFINITION
The Meriam Webster Dictionary defined majority rule as a political principle providing that a
majority usually constituted by fifty percent plus one of an organized group will have the power
to take decision binding on the whole5.
Majority rule is a principle that means in a group the majority has the power to make decisions
that is binding on other group and individuals…6
It can also be defined as the system of political cum organizational procedure that allows the
majority to dictate the pace of things within the political setup or organizational strata all geared
towards the advancement of the objects of the organization7.
The principle impact of the majority rule principle is to bar minority shareholders from bringing
action against the majority shareholders.
2.2 ORIGIN OF THE PRINCIPLE OF MAJORITY RULE
The origin of the majority rule principle dates back to nineteenth century decision in the law of
partnership. In centuries before the 19th century, it was an established principle that chancellors
were not to interfere in the internal disputes of partnership, except where it has to do with
dissolution of the partnership. It is however important to point out that at the time the old rule
was restated in a form better adapted to the needs of the increasing number of unincorporated
joint stock companies. It then became the position that chancellor would only refuse to act in
matters of internal regulation except when it has to do with the dissolution of the partnership. It
is also germane to point out here that this rule and the rule in Foss v. Harbottle 8 which grew out
of this principle, were all creation of the chancellor. The chancellor had acquired almost
exclusive jurisdiction over internal disputes in partnership and companies.
In the case of companies, this jurisdiction was originally founded upon the trust created by the
deed of settlement9 and at letter date. Upon the remedies sought and the fiduciary duties of the
director10. In one of the earliest cases11 the chancellor declined to interfere because the article of
partnership provided a very effective internal remedy for mismanagement. Under these articles a
5
www.meriam webster.com
6
Definition.uslegal.com
7
David Ejesu
8
(1843) 2 Hare 461
9
A Deed of Settlement refers to a legal document created for the formation of joint stock companies.(Culled from
definition.uslegal.com, legal Definitions Home)
10
Cambridge Press “Minority Share Holders Remedies” by A.J Boyle(www.cambridge.org)

1
general meeting had annually to appoint a committee of twelve which had the power to report to
a subsequent general meeting called by them on any misbehavior by the managers. The plaintiff
members had made no attempt to seek redress in this way. But Lord Eldon made it clear that the
‘refusal or neglect of the committee to act in a case of delinquency clearly made out; might raise
a case for prompt and immediate interference.
A.J Boyle, however pointed out that in the above case nothing yet was made mention of the
principle of majority rule. Lord Eldon simply declined to intervene before the parties have tried
the jurisdiction which the articles themselves have provided.
Even though I agree to an extent with Boyle that no mention yet was made of majority Rules by
Lord Eldon at the time the matter aforesaid was decided by him, it is my position however that
the principles enunciated therein, precipitated the development of the majority rule principle and
minority protection which came to be fully established in FOSS V HARBOTTLE12 Boyle went
further to say that although the extent of the majority’s power to ratify has not yet been explored,
the majority were already conceded a right to jurisdiction over any ‘internal dispute’.
The Foss case, firmly established the principle of majority rule and minority protection. It was a
curious metamorphosis of the age long partnership rule to what constitute today the forefront
principles of contemporary company law. The decision preceded the GLADSTONE ACT13,
which extended the right to incorporate to ordinary trading companies by simply registering their
deed of settlement. The courts attitude as it were, looked like applying a quasi-partnership rule in
a corporate setting.
Boyle had posited that Wigram VC in delivering the judgement followed the older cases on
unincorporated companies by insisting that minority must show that they had exhausted any
possibility of redress within the internal forum. He went on to say that some notion of majority
rule had been implicit in the earlier cases but Wigram VC was the first to state plainly that the
court will not intervene where a majority of the shareholders may lawfully ratify irregular
conducts. What I refer to a sort of drama played out in the case of Mozeley V. Alston 14 where the
majority was alleged to be of the same opinion as the complaining minority, there was obviously
nothing to prevent the company from filing a bill in its corporate character as AJ Boyle pointed
out. However I consider this to be rather preponderous as I had queried that in this respect who
then files the action or brings the bill on the behalf of the corporation or company since the
majority and minority are in sink over that as touching the company. As the company does have
the physical capacity to run its affairs, it will rather be run through its agents or members.
2.3 BRIEF FACTS OF THE CASE FOSS V. HARBOTTLE

11
Carlen v. Drury(1812) V and B 154, and 154 at 159, see also Waters v. Taylor (1807) 15 ves 10, Elison v. Bignold
(1821) 2Jac and W 503 at 911.
12
(1843) 2 Hare 461
13
(1844)
14
(1847)1 PH,790 at 800, see also Exeter and crediton Railway Co (18475) rail. Ca 211; and Edwards v. Shrewsbury
Railway(1848)2 De V. Butler (1847)5 Railway

1
Two minority shareholders of Victoria park company Richard Foss and Edward Starkie Turton
who felt dissatisfied with the action of some officers of the company brought an action against
them on behalf of the company. The claimants alleged that property of the company had been
misapplied and wasted and various mortgages were given improperly over the company's
property. They asked that the guilty parties be held accountable to the company and that a
receiver be appointed.

The defendants in this suit, happened to be the five company directors in the person of Thomas
Harbottle, Joseph Adshead, Henry Byron, John Westhead, Richard Bealey and the solilicitors
and architect(Joseph Denison, Thomas Bunting and Richard Lane) and also H Rotton, E Lloyd,
T Peet, J Biggs and S Brooks, the several assignees of Byrom, Adshead and Westhead, who had
become bankrupts.

The court however dismissed this claim and held that when a company is wronged by its
directors it is the company alone that has standing to sue. It is germane to point out here that by
reason of the court’s decision in the case as aforesaid, two rules were established.

1. The first rule to be formulated here is the “proper plaintiff rule” which is to the effect that
the wrong done to the company may be vindicated by the company alone. That is for any
wrong done to the company it is only the company that can bring an action against the
wrong doer.
2. The second rule is to the effect that if the alleged wrong can be confirmed or ratified by a
simple majority of members in a general meeting, then the court will not interfere.

The court’s rationale was that Victoria Park Company is an incorporated body, and the conduct
with which the Defendants are charged in this suit is an injury not to the plaintiffs exclusively; It
is an injury to the whole corporation by individuals whom the corporation entrusted with powers
to be exercised only for the good of the corporation and from the case of Attorney-General v
Wilson15 … it may be stated undoubted law that a bill or information by a corporation will lie to
be relived in respect of injuries which the corporation has suffered at the hands of persons
standing in the situation of the directors upon this record… , I suppose that the rationale as
related by the court as at the time was basically as touching the circumstances prevalent at the
time and also the position of the law as it were. As later development of the law proved explicitly
progressive and advantageous and of general acceptation as it brought greater dimension to the
principle. As subsequent legislations turned out to be curiously protective of the right of the
minority as it relates the affairs of the incorporated companies.

CHAPTER THREE

3.0 NIGERIAN LEGISLATION ON THE PRINCIPLE OF MAJORITY RULE AND

MINORITY PROTECTION
15
(1840) Cr& ph 1

1
As the principle of majority rule and minority protection made developmental stride and gained
entrant into the different countries by way of local legislations, Nigeria as a nation was not left
alone in this regard.

The majority rule and minority protection has gained entrant into our local enactment by reason
of the provisions made in the Companies and Allied Matters Act 1990, C20 LFN, 2004. The
majority rule principle though a bye product of the common law, as it developed as a creation of
the chancellors, grew to the point that even though the courts could hold or so hold that as
general rule it is only the majority shareholders of the company who could bring an action on the
behalf of the company, the right of the minority was also sought to be protected. As the rule later
turned out to also provide an exception to the rule, to the effect that minority shareholders in
order to have their rights protected where the action of the majority appears to affect in a
negative way the rights of the minority shareholders they have the right to sue in that instance.
Under the Nigerian legislation the majority rule principle is captured thus “Subject to the
provision of this Act, where irregularity has been committed in the cause of a company’s affairs
or any wrong has been done to the company, only the company can sue to remedy that wrong
and only the company can ratify the irregular conduct16. This provision seem to validate the
common law position on the majority rule and the decision in Edward v. Halliwell17 Where
Jenkins L.J restating the rule posited thus “…the proper plaintiff in an action for wrong alleged
to be done to a company or association of persons is prima facie the company or association
of persons itself”. To the ordinary member of the company this position could mean great
hardship to the minority members of the company who may have rights and interest which has
been infringed upon but for the above common law position vis avis section 299, no remedy lies
to them over such infraction. But as would be seen in the ensuing section and even as further
development in the principle as developed in Foss v. Harbottle 18, the rights of the minority
shareholders were sought to be protected, and in fact being protected under some circumstances.

3.1 MINORITY PROTECTION

The common law hardship meted to the minority shareholders of a company or association
persons who has formed themselves into a corporation, was not palatable, and prevented the
minority group in the company from taking any action against the erring members of the
company who are in the majority, and thereby suffering great reproach. However as the rule in
Foss V Harbottle further developed, improvements were made through judicial intervention19 and
statutes20 which now empowered the minority shareholders to take actions. In Nigeria for
example the extant law governing corporate law practice 21 Provides some exceptions to the rule
in Foss V Harbottle, which seeks to protect the minority shareholders or members of the
company from the oppression of the majority, by allowing such members personally or by
derivative actions to challenge the actions of its directors or majority shareholders where such is
ultra vires their powers. It provides thus “ without prejudice to the right of members under
section 303 to 308 and section 310 to 312 of this Act or any other provision of this Act, the court,
16
“CAMA 1990”, C20 LFN,2004, Section 299.
17
(1950)2 All E.R. 1064
18
Ibid
19
Yalaju-Amaye v. Associated Registered Engineering Contractors Ltd (1990) 4NWLR (Part 145)422.
20
Section 303-309 of CAMA, 1990, C20 LFN, 2004.(Commencing the derivative action )
21
Ibids

1
on the application of any member, may by injunctions or declaration restrain the company from
the following:

(a) Entering into any transaction which is illegal or ultra vires;

(b) Purporting to do by ordinary resolution any act which by its constitution or the Act
requires to be done by special resolution;
(c) Any act or omission affecting the applicant’s individual rights as a member
(d) Committing fraud on either the company or minority shareholders where the directors fail
to take appropriate action to correct the wrong done;
(e) Where a company meeting cannot be called in time to be of practical use in redressing the
wrong done to the company or minority shareholders, and
(f) Where the directors are likely to derive a profit or benefit, or have profited or benefited
from their negligence or from their breach of duty22.

The provisions as enunciated above shows the spate of development that the rules in Foss v
Harbottle has gone through and the marked improvements made therefrom as the minority now
has a right to institution of action as against the strict principle of majority rule which had
tremendous affliction on the minority.

However the courts have sometimes referred to “serving the interest of justice” as one of the
exception to the rule in Foss v Harbotle, which Professor Gowa happens to be one of the chief
proponents, this has been greeted with some criticisms from some other scholars who sees it
otherwise. Scholars like Dr. Olakunle Orojo, Professor Ehi Oshio sees it somewhat differently,
as he (Prof Oshio) believes it to be "too vague and imprecise in meaning and would have
given room for endless controversies…” 23 I think the exceptions as we have them in the
Companies and Allied Matters Act24 is appropriate, and perhaps supports the position of Oshio.
Little wonder that did not form part of the exception Under CAMA25.

CHAPTER FOUR

4.1 THE SOUTH AFRICAN, GHANA AND UNITED KINGDOM COMPARATIVE

EXAMPLES

4.2 SOUTH AFRICA

22
Section 300, Companies and Allied Matters Act 1990, C20 LFN, 2004.
23
Nigerian Law Today, Mon 2nd Sept, 2013(online).
24
Ibid
25
Ibid

1
It is important to point out that in protection of the right of the minority under the South African
Companies Act 1973, a minority shareholder could bring an action for damages or loss suffered
by the company as a result of action of a director or officer of that company 26. This however, is
in contra-distinction with the provision in Nigeria Under CAMA 1990. Which provides that
where a member institutes a personal action to enforce a right due to him or institute a
representative action on behalf of himself and other effected members to enforce any right due to
them they will not be entitled to damages but only to a declaration or injunction to restrain the
company and or Directors from doing the particular act.

Again under the South African jurisdiction 27 the minority right is protected where there is
unfairly prejudicial, unjust or inequitable conduct leading to oppression of the minority
shareholder28. However, the extant Company law in South African 29, introduced the concept of
‘APPRAISAL RIGHTS’ entitling the minority shareholders to dispose of their shares to the
company30 where

1. The company has amended it’s memorandum of incorporation in a materially adverse

manner affecting rights attaching to shares.
2. The company enters into fundamental transaction31

The fundamental transaction here includes the disposal of the company’s business or the
majority of it’s assets, a merger or scheme of arrangement: However for such fundamental
transaction to be made, it must firstly be approved at the general meeting by special resolution.
Secondly it requires court sanction where at least 15% of the voting right voted against the
resolution32. Any person who had voted against, would have to within five business days apply to
the court, and the court within ten working 33 days of such application could grant the person
leave for the review of the decision reached in the meeting 34. This means there is a limitation
period within which this application to court ought to be made which if it is in the contrary I
believe the person or member of the company would have waived his right of application .This I
think is a greater improvement in the protection of the rights of the minority shareholders, which
appears as a paradigm shift from the 1973 Companies Act. Note further that where the company
requires the approval of the court to sustain such resolution reached in the meeting, the company
must within ten business35 days of the vote apply to the court, and must bear the cost of such
application or in effect that resolution will be treated as a nullity 36. This appraisal right has been
somehow criticized on the basis that it will completely take the shine off the principle of

26
Section 266, Companies Act 1973, South Africa
27
Ibid
28
Section 252, Companies Act 1973, South Africa
29
Companies Act 2008
30
This is similar to the provision in section 219(2)(c) of Ghana Companies Act 2013
31
Section 164 Companies Act, 2008 of South Africa
32
Section 115 Companies Act,2008 of South Africa
33
The new Act used the term within ‘ten business days’
34
Section 115(3)(a) and (b) Ibid
35
What readily comes to mind here is that the ten working days here, could be the days presumed to working days
within the jurisdiction, excluding public holidays and other days not contemplated as working days under the
South African Law.
36
Section 115(5)a and b

1
Majority Rule, as it will be exposing the company to gang up against company decisions that are
not favourable to the minority shareholders or any member of the company entitled to vote,
thereby frustrating the transactions and business prospects of the company especially where such
move is for a cause to advance the company’s prospect and business.

4.3 GHANA COMPANIES ACT 2013 COMPARED TO NIGERIAN PROVISION ON

DERIVATIVE ACTION IN PROTECTION OF MINORITY RIGHT AND THE
EXCEPTIONS.

It is germane to point here that in so many jurisdictions there has been a lot of recent
development to the companies law provisions on the issue of minority protection as against
majority rule principles. In Ghana for instance the legislatures have recently passed into Act of
parliament the Ghana Companies Act Bill, 2013. Under the Ghana’s latest enactment 37as it
concerns derivative action in protection of the rights of the minority, the courts may on
application of a shareholder or director of a company grant leave to that shareholder or director
to bring action in the name and on behalf of the company or its subsidiary or intervene in
proceedings to which the company or any related company is a party for the purpose of
continuing, defending or discontinuing the proceedings on behalf of the company or its
subsidiary as the case may be38. However, it is important to point out here that before the court
grants this, the court has to be satisfied that is to the best interest of the company to so do having
considered the cost implication, the action already taken by the company vis-avis the action for
which leave is sought for39.

Comparatively, the Ghana’ Companies Act 2013 provision though impair-material with the
CAMA 1990 provision on same subject matter, there are however slight differences in terms
used. The Ghana law made mention of ‘Directors and shareholders’, CAMA made mention of
‘applicants’40 and while the companies Act of Ghana made mention that application is made on
behalf of the ‘company or subsidiary company or related company’ 41 CAMA made mention of
the company alone. Which means that the new Ghanaian legislation has expanded the scope of
the organization that action can be brought on its behalf to include subsidiary companies and
other companies related to the parent company. Again, the leave to bring this type of action
under the Ghana Companies Act42 is only granted firstly, where the court is satisfied that the
company itself or related company is not bringing the action diligently continuing or defend or
discontinue same. And secondly where the action is in the interest of the company or subsidiary,
that the conduct of the proceedings should not be left to the directors or to the determination of
the shareholders as a whole. In Nigeria however the action can only be brought where the court
is satisfied that the wrong doers are the directors who are in control, and will not take necessary
action, that reasonable notice be given to the director of the company, that the applicant(s) are
acting in good faith, and it appears to be in the best interest of the company that the action be
prosecuted, defended, or discontinued43. Importantly too, while in Nigeria notice of intention to
37
Companies Act 2013 of Ghana
38
Section 201(1)a and b of Companies Act, 2013 of Ghana.
39
Section 201(2)ibid
40
Section 301 Companies and Allied Matters Act 1990, c20 LFN, 2004.
41
Section 201(1) Ghana Companies Act, 2013
42
2013
43
Section 303(2)a-d CAMA 1990 C20, LFN 2004.

1
apply is made to the directors of the company, in Ghana however, it is simply ‘notice of
application’ as against ‘notice of intention’ to apply, that is made to the company or its
subsidiary44 and not the directors as is the case in Nigeria.

The common law exceptions to the rule in Foss V. Harbottle as captured in statute under section
300 of CAMA 1990, as well as the remedies a member or minority shareholder may be entitled
to on such application, which is an injunctive order restraining the company from acting in a
particular way or doing a particular act 45. The courts will however order security for cost. This is
so as the action is in protection of personal right due him and he will not be entitled to any
damages. Under the Ghana Companies Act 2013, the exceptions to the majority rule also
provides for such injunctive orders to be made as member of the company or shareholder can
bring an action against the company restraining it from doing ultra vires act. It is important to
point out that the Ghanaian Companies Act 20013 used the term ‘illegal or beyond the powers
and capacity’ of the company46 as against the strict use of the word ‘ultra-vires’ by the CAMA.
Note also that in bringing such an action the applicant may also be ordered by the court to give
security for cost. However unlike the CAMA, the applicant in this kind of suit under this section
may be heard in chamber47which is different with the Nigerian CAMA provision, which does not
provide for matter being heard in chamber. Note, that in Ghana the right that a shareholder has to
bring an action under section 218 of the Act 48, does not preclude him to bring an action against
the director of the company pursuant to section 200 and section 219 personally against the act of
the company or any of its directors. The act makes it explicit that those that has right of action
are the members, debenture holders and the Registrar of Companies when the matter or case falls
within matters under section 304 of the Act49.

The Ghana Companies Act 2013, look like a curious departure from the principle of majority
rule, as it made provision for the exceptions in section 201 and section 218 with respect to
derivative action and the right of member debenture holder or Registrar of court to apply to the
court for its intervention where there are seen oppressive conduct against these members or
debenture holders by the company, without more or making any reference to the proper party
principle as captured in section 299 of the Companies and Allied Matters Act 1990, C20,LFN
2004.Which is to the effect that the proper party in an action involving the company and a third
party, is the company. It appears to me as though the extant Ghanaian enactment only recognize
the common law exceptions as the new rule as against the common law rule that the proper
person to bring an action involving the company with a third party is the company as
encapsulated in CAMA50.

4.4 THE COMPANIES ACT 2006 OF UNITED KINGDOM’S PROVISION ON

MAJORITY RULE AND MINORITY PROTECTION.

44
Section 201(4) Ghana Companies Act, 2013.
45
Section 301 Companies and Allied Matters Act 1990,C20 LFN, 2004
46
Section 218(1) Ghana Companies Act 2013
47
Section 218(5) Ghana Companies Act, 2013.
48
Ibid
49
Section 219 Ghana Companies Act, 2013
50
Section 299 Companies and Allied Matters Act, 1990, C20, 2004.

1
The United Kingdom parliament in 200651, passed into law one of the longest legislations in
British parliamentary history52. Known as ‘Companies Act, 2006’ forming the now primary
source of United Kingdom Company Law. Territorially covering England, Wales and Scotland
and extends to Northern Ireland. It received Royal assent in 8th day of November, 2006. This Act
replaced the Companies Act of 1985, and part 9 of Enterprise Act, 2002. The Act also tries to
incorporate most of judicial decision (case laws) to cover a wild range of areas which is the
biggest criticism that the Act has amongst legal practitioners who are reluctant to apply the law 53.
The new Act provided for the protection of the Rights of minority shareholders of a company
(here mostly joint stock companies) is made possible where the cause of action is vested on the
company, allowing an individual member of the company to bring an action on behalf of the
company to seek for relieves therein.

Under this Act the action is called DERIVATIVE CLAIM54 unlike in Nigeria where it is referred
to as DERIVATIVE SECTION. The action can only be brought through a court order in respect
to matters covering protection of members against unfair prejudice 55.The Uk Act made a further
in road extended the action which the member is entitled to bring on behalf of the company to
include act of negligence by the directors as well as breach of duty or trust56. It also made the
right of the minority shareholder wide to the extent that even if the action had arisen before the
shareholder became a member of the company, as it is immaterial. This I think is giving too
much to the member or minority shareholder as this could have a spiraling effect of hampering or
grounding business of the company. As it means an individual who knows little or nothing about
an act or omission of a director, which may have impacted negatively on the company, not being
a member as at the time the act or omission was done, could still bring an action against such
director on behalf of the company. The position is different in both Nigeria and Ghana as there
are no such clear provision in this respect. This law also seem to depart from the concept of the
wrong doer since the action also covers anticipatory act 57. Here too, a person who though not a
member, but whose shares has been transferred to also falls within the purview of member under
this Act58. Also where a company has brought a claim by itself, and a member of the company
feels that the company is not applying due diligence in prosecuting or the manner the matter is
being conducted amounts to abuse of court process, a member could seek the leave of the court
to continue the action as a derivative claim in Northern Ireland59. But there was no express
provision as to how that would be applied in England.

CHAPTER FIVE

51
Companies Act 2006, C46.
52
https://enwikipedia.org/wiki/companies_Act_2006. (visited 20 th March, 2016)
53
Companies Act 2006 Explanatory note, page 1. (Ukpgaen_20060046_en.pdf)
54
Section 260-64 Companies Act 2006, C46, UK
55
Section 994 Ibid
56
Section260(3) ibid
57
The Companies Act 2006 (3) Ibid, states that the action can be brought ‘.. only in respect of cause of action
arising from an actual or propose act or omission…’
58
Section 260(5)(c) Ibid.
59
Section 262 (2) Ibid.

1
CONCLUSION

In conclusion, it is clear that though a company is the proper plaintiff in action involving it with
a third party, or where there is a wrong done to it, however to protect the rights of other members
of the company who may have little or no voting right at the General meetings of the company
from the oppression of the majority, the law has evolved as equitable remedies and legislative
enactments have come to ameliorate this oppressive hardship of majority rule and minority
oppression by the majority. The recent codified laws of different sovereign states have enhanced
the protection of the minority and have even to it to a high point as seen from the little discuss on
the extant United Kingdom legislation on Company law. It is my opinion that society evolves on
regular basis and laws should also evolve with the evolving and dynamism of societal
development. The Nigerian company law has to catch up with what the contemporary business
world and ideals represent.

TABLE OF CONTENT

1. INTRODUCTION

2. DEFINITION AND THE ORIGIN OF THE PRINCIPLE OF MAJORITY RULE

1
 3. NIGERIAN LEGISLATION ON THE PRINCIPLE OF MAJORITY RULE AND
MINORITY PROTECTION.

4. THE SOUTH AFRICAN, GHNANA AND UNITED KINGDOM COMPARATIVE

EXAMPLE

5. CONCLUSION

SEMINAR ON THE PRINCIPLE OF MAJORITY RULE

AND MINORITY PROTECTION A COMPARATIVE
ANALYSIS

1
 PRESENTED BY

EJESU DAVID. U.

POST GRADUATE SCHOOL FACULTY OF LAW

RIVERS STATE UNIVERSITY OF SCIENCE AND
TECHNOLOGY,
PORTHARCOURT.

LECTURERS: PROF. VC OKENE

DR. H. UMEZURIKE

C.E HALLIDAY