Abstract
This paper examines one of the most daunting challenges ever encountered in company law jurisprudence, that is, the protection of minority shareholding members within the sphere of corporate business. The far–reaching and sometimes negative actions of members having major shareholding interests have impacted on the minorities. This is due to the conferment of corporate personality on a company, which requires majority votes in a company’s decision making. The paper employed the doctrinal research methodology in examining the power authorising majority acts in the locus classicus case of Foss v Harbottle. Consequently, an analysis was made on the rationale for the doctrine, the applicable reliefs open to minority members, and the position of the Nigerian legislation and judicial authorities on the principle of majority acts and minority protection vis–à–vis comparative examples in other jurisdictions. The paper found eight exceptions to the rule in favour of the minorities, and that derivative action is a veritable tool in setting straight the human ‘organ’ saddled with managerial roles in a company. Furthermore, it advised legal professionals to better negotiate specific clauses in the Members/Shareholders’ Contract whilst on the drawing board, to further strengthen minority protection, such as right to first refusal and tag–along rights.