Protection of minority shareholders; comparative analysis of the company law in United Kingdom. Canada and Tanzania

This dissertation examines the law regarding protection of minority shareholders in companies. It begins by examining the position of minority shareholders as established in the case of Foss v. Harbottle which has been termed “the fire breathing dragon”, and the exceptions to the rule. The work traces the origin of the rule in Foss v. Harbottle where it was held that only in exceptional cases could minority shareholders seek redress and protection of the court. Looking at the United Kingdom position, the work traces the provision of the statutory remedy for the first time in United Kingdom in 1948. It was not, however, until 1980 that Parliament in United Kingdom forged the sword that is now known as section 459 of the Companies Act 1985, under which minority shareholders can seek shield against unfair treatment in company affairs. In further analysis the work examines the Canadian laws with regard to protection of minority shareholders. Notably, the Canadian judicial system has been able to advance apace with the economic development and cater for the protection of minority shareholders. This has been exhibited through examination of the provisions of the Canadian Business Corporations Act, which blends the protective terms of the British Companies Act of 1985 particularly section 459, and advances further by providing measures such as derivative action, unfair prejudice and oppressive remedies. The work further looks at, comparatively, the protection of minority shareholders in Tanzania, Canada and the United Kingdom. The Companies Ordinance, chapter 212 of the revised Laws, has been analyzed with a view of finding whether the Ordinance sufficiently articulates the protection of minority shareholders. Finally the work gives recommendations for the improvement and amendment of the Companies Ordinance (Cap 212), in order to achieve adequate articulation of provisions that cater for the protection of minority shareholders.