以下是高顿网校为大家整理的：F4公司法与商法第二十一章，希望对考生们有所帮助。
 
　　3 Seeking specific action against the company
　　Conduct unfairly prejudicial
　　3.1 (a) Application can be made to the court by any member on the grounds that the company's affairs are being, have been or will be conducted in a manner unfairly prejudicial to him. Applications are often made where the majority have discriminated against a minority or committed a fraud on the minority or excluded a member from management.
　　(b) The Companies Act 1989 amends so that it also covers conduct which is unfairly prejudicial to the interests of the 'members generally'. This will include
　　(i) prolonged payment of low dividends.
　　(ii) issue of shares to directors on grossly advantageous terms
　　(iii) refusal to register shareholders ownership of shares
　　(iv) unfair removal from the Board or other exclusions from management
　　(c) Mere bad management will not necessarily be sufficient. There must also be unfair prejudice. Mere breakdown of trust or confidence will not normally suffice. However, if continued mismanagement causes serious financial damage to the company and the minority interests then a claim under should be successful.
　　(d) Application can also be made by persons who are not members:
　　(i) The Secretary of State following a report.
　　(ii) persons whose share transfers have not been registered.
　　(e) The court may make whatever order it thinks fit, CA85 gives the cast a very wide disretion, for example:
　　(i) regulate the conduct of the company's affairs in the future; HR Harmer Ltd;
　　(ii) require the company to stop the act being complained about;
　　(iii) authorise civil proceedings (e.g. in a Foss v Harbottle) situation;
　　(iv) provide for the purchase of shares by members or the company.
　　shares are valued at their prepre judice price and as though they were part of a majority holding.
　　"Just and equitable" winding up
　　3.2 Any member may apply for the company to be wound up. It may be appropriate in the following circumstances:
　　(a) If the substratum has failed.
　　(b) If there is deadlock in management.
　　(c) If a member is being excluded from management in a quasi partnership company.
　　Note however that in most cases would provide a more attractive remedy.
 
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