RE: TEA23 Apr 2016 21:14
Liability
Directors' liability is a very complex area of English law. Generally, shareholders can bring an action against the directors in certain circumstances, as follows:
Shareholders can, subject to obtaining court approval, bring a derivative claim on behalf of the company against the directors for negligence, default, breach of duty or breach of trust.
Minority shareholders can bring an "unfair prejudice" claim seeking relief against the acts of the controlling directors of the company. Alternatively, the shareholders may, on grounds of oppression, seek the winding-up of the company on a just and equitable basis.
Where the shareholder has a personal cause of action against the director (for example, as a result of a direct contract between the director and shareholder).
Where, in exceptional circumstances, the director has breached the company's constitution and the action is incapable of ratification by the shareholders. In such cases, the shareholder can seek to enforce the relevant constitutional provision.