Work

The Shareholder's Standing to Challenge the Exercise of Directorial Power: Tianrui (International) Holding Company Ltd v China Shanshui Cement Group Ltd

Year: 2025

Type: article

Abstract: An enduring problem with the proper purposes duty is the apparent right of the shareholder to enforce the same despite the duty being owed to the company. The cases on the proper purpose duty have thus far simply assumed the right of the shareholder to do so without dealing with the question of standing. In Tianrui (International) Holding Company Ltd v China Shanshui Cement Group Ltd , the Privy Council dealt with this issue directly and affirmed the shareholder's right to bring the action on the basis of the statutory contract constituted by the memorandum and articles of association of the company. The decision, whilst an appeal from the Cayman Islands, has important implications for shareholder rights as well as how directors’ duties are viewed in the UK and common law jurisdictions generally.

Source: Modern Law Review

DOI: 10.1111/1468-2230.70004

Author: Pearlie Koh

Institution: Singapore Management University

Language: English

Topic: Corporate Governance and Law

Subfield: Strategy and Management

Field: Business, Management and Accounting

Domain: Social Sciences

SDG: Peace, justice, and strong institutions

Open Access status: hybrid

Estimated APC paid: $3,400