The notion of majority rule is the basis on which almost all corporate affairs proceed. This concept reflects the doctrine of corporate democracy and was heartily endorsed by Sir James Wigram VC in Foss v Harbottle, which itself can be traced to certain early-nineteenth-century English decisions on the law of partnership.

But there is an inherent tension between majority rule and the protection of fundamental minority rights. This is particularly the case in closely held companies where the majority shareholders might also (directly or through their nominees) control the board. What recourse is available to minority shareholders who have been oppressed by the majority?

As one of the exceptions to the rule in Foss v Harbottle, the minority oppression remedy is one of the few avenues of recourse available to minority shareholders of companies domiciled in Bermuda when the conduct of the majority is oppressive or prejudicial to the interests of the minority or any one of them. This advisory examines the scope of the minority oppression remedy and the circumstances in which relief may be granted to a minority petitioner under Bermuda law.

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