Beyond Foss V. Harbottle: Judicial Evolution Of Minority Shareholder Protection In India
- IJLLR Journal
- Jun 30
- 1 min read
Shreya Saurabh, LL.B. (Hons.), Jindal Global Law School, O. P Jindal Global University, Sonipat, Haryana - 131001
ABSTRACT
The rule laid down in Foss v. Harbottle (1843) firmly established the idea that majority shareholders control the direction of a company, leaving minority shareholders with limited legal recourse even in cases where they may face unfair treatment. While this principle supports efficient corporate management, it often falls short when it comes to protecting minority interests from abuse or mismanagement. This paper looks at how Indian corporate law has moved beyond this restrictive rule by developing a more responsive framework for minority shareholder protection. Focusing on the judicial evolution under Sections 241 and 242 of the Companies Act, 2013. It examines how Indian courts have interpreted and applied exceptions to Foss v. Harbottle, particularly in cases involving oppression, mismanagement, and abuse of majority power. Through a close reading of landmark judgments and emerging judicial trends, the paper aims to highlight a shift toward a more balanced approach- one that values both efficient corporate governance and the rights of vulnerable shareholders.
Keywords: Minority Shareholders, Majority Rule, Corporate Governance, Judicial Evolution, Shareholders Protection, Exceptions, India.
