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GAZETTE
JULY/AUGUST
1990
possessory security and other
equitable rights. Part three deals
with transfers of interests: this is
subdivided into (a) gifts
inter vivos,
transfers of tangible property for
value (sale of goods, other
contracts of transfer, transfers on
credit, assignments of choses in
action, negotiable instruments) and
(b) other transfers including
transfers on death and upon
insolvency. Part four deals with the
persistence of interests, specifically
tracing, title conflicts, priorities,
ancf limitation issues.
This book is a scholarly achieve-
ment of a very high order. In stating
the law in both Irish jurisdictions,
and in England, the author refers to
an enormous wealth of case and
statute law. The Irish material is
particularly valuable to practitioners
here, since very little of it is referred
to elsewhere. The book is not only
useful as exposition, it is also a
genuinely compa r a t i ve wo r k,
explaining how and why the law in
England, Northern Ireland, the
Republic, and to a lesser degree, in
Scotland, is the same or is different
as the case may be. With the
advent of the single market, and
the fact that already trade with the
U.K. constitutes such an important
part of our export and import
relationships, this is a particularly
useful aspect of the book. This
comparative element in no way
detracts from the author's ability to
present t he law clearly and
critically.
A caveat to these plaudits
follows.
I do not feel that the practitioner
can rely on this work for a complete
answer to questions which may
arise in the areas covered. Thus, for
example, although the book has an
extensive chapter on the sale of
goods, this chapter is too narrow in
scope and detail to provide
anything other than an outline
solution to many practical problems
on the sale of goods which may
face the practitioner. Likewise,
although the work has many
references to pledges and pawns,
and cites many interesting and
important cases, it does not deal
comprehensively with this field.
The insolvency section is narrow in
scope. This is not to suggest that
the book has any particular failures
in these areas; they are cited purely
to exemplify the deficiencies
inherent in painting a picture of so
many different areas of law. The
positive side of this is that the
reader can from the confines of this
book obtain a state of the art
picture of the whole of personal
property.
Granted that there is such a topic
as personal property, and granted
that personal property compre-
hends so many separate fields, and
again granted that each of these
fields is already covered by a
multiplicity of monographs and
textbooks and articles, I would have
thought that the next edition of this
work might be a collaboratively
written multi-volume synopsis of
the law in each of the areas covered
in the present book.
However, to return to the note of
unqualified praise with which this
review commenced, the book re-
mains a marvellous achievement:
beautifully produced, well-indexed,
clearly and elegantly written, and
an example of legal scholarship for
those of us in this particular trade
to study, admire and strive to
emulate.
DR. DAVID T OM K I N
M I NOR I TY S H AR E HO L D E R S'
R I GH TS
By Robin Hollington
(London: Sweet & Maxwell, 1990).
IRE32.25.
A dilemma wh i ch has to be
addressed by all those concerned
with rules governing the function-
ing of groups of all kinds is that of
defining the limits of majority
power. This problem in the context
of modern company law is the
f ocus of Robin Ho l l i ng t on 's
attention in this book. Starting with
the familiar rule in
Foss
-v-
Harbottle
the author first examines
the efforts made by the courts to
limit majority excesses before the
intervention of legislators. By
dealing with equitable exceptions
to the principle of majority rule
without mingling the discussion
with a consideration of the English
equivalent of Sections 205 and 213
(f) of the Companies Act, 1963
(hereafter " t he 1963 Ac t ") he
gives it a clarity of isolation not
commonly encountered. There is a
very useful discussion of the
circumstances in which votes of
particular shareholders will be
disregarded and more valuably a
consideration of the consequences
of such disenfranchisement. He
argues that in the context of the
entitlement to bring a derivative
action the exclusive attention
focused by many authorities on
causes of action wh i ch are
ratifiable by a majority of share-
holders and those which are not is
misplaced and that another vital
question is whether the conduct of
the wrongdoers is such as to
disenfranchise them on a vote to
initiate proceedings. With sound
logic but little authority he argues
that the availability of a derivative
action should not depend on fraud
on a minority (or, presumably, in an
Irish context on the exercise of the
power in bad faith as in
Nash -v-
Lancegaye Safety Glass (Ireland)
Ltd.)
but should be available in any
case where a company suffers loss
even as a result of the mere
negligence of controlling directors.
He speculates that on the authority
of the decision by Megarry V-C in
Estmanco -v- G.L.C.
(1982) a court
might at an interlocutory hearing
regard an attempt by controlling
directors/shareholders to stifle pro-
ceedings against themselves as an
abuse of power thus bringing the
motives of those controllers under
scrutiny even in the case of
ratifiable wrongs. Interesting as this
speculation may be, Irish readers
should bear in mind the decision of
the Supreme Court in
P.M.P.S. Ltd.
and Moore-v-A.G.
(1984) concern-
ing the constitutional implications
of an individual shareholder's
voting rights. He goes on to discuss
the meaning, relevance and
significance of control in derivative
actions and the question of costs.
This entire chapter (Chapter 2) is
well ordered, clear and stimulating
and while all the cases examined
are English the Irish reader would
derive considerable benefit from
this treatment of them as in this
area the law on each side of the
Irish Sea has not yet significantly
diverged.
In the next chapter he considers
the English equivalent of our
Section 213 (f) of the 1963 Act -
w i nd i ng - up on the just and
equitable ground.
He examines, inter alia, locus
standi, requirement of tangible
interest in the winding-up, ex-
amples of the most common
circumstances in which these
petitions are successful and the
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