Corporate Litigation and the Majority Rule: Retreating from the Precipice

Abstract

Corporate litigation is one of the methods of resolving both internal and external corporate disputes; however Company Laws all over the world establishe a number of different forums for the resolution of internal corporate disputes that occur between directors inter se, shareholders inter se, or between shareholders and directors. However the Majority rule seems to undermine the rights of the minority share holders to seek redress for wrongs committed against the company. Thus the need to protect the minority members of the company and retreat from the precipice of the Majority rule. To enhance the protection of the minority, the Supreme Court's decision in Edokpolo & Company Ltd v. Sem - Edo Wire Industries Ltd1, which added an exception to the list of exceptions to the majority rule stating that the rule in Foss v. Harbottle will not apply when the interest of justice requires it, should be included to the statutory exceptions under CAMA. Consequently, judicial authorities suggest that the law is closing gradually on the rule in Foss v. Harbottle with a demolishing hammer; therefore I would recommend in line with the tide of informed opinion, that sections like section 2992 should be reviewed appropriately to meet the changing faces of law because "the reason of law is the soul of law; ratio legis est anima legis".