4.4 Exceptions of Rule in Foss vs. Harbottle

The rule's cracks — the minority's doors (the exam's banker):1. The ultra vires-and-illegal acts (the majority cannot ratify the unlawful-and-beyond-power — the company's-constitutional limits stand above the majority).2. The special-resolution's fraud-on-the-minority (the dishonest-and-inequitable conduct needing the supermajority: the fraud's-and-oppression's faces).3. The individual-membership-rights' invasion (the personal-rights' violation (the vote's-and- dividend's-and-pre-emption's wrongs) — the personal action's home).4. The fraud-on-the-minority by the controllers themselves (the directors'-and-controlling- holders' self-serving wrongs: the majority-guilty cannot be expected to sue themselves — the derivative action's classic gate).5. The unfair-prejudice-and-oppression faces (the statutory modernisation (the Companies Act's-and-the comparative law's oppression remedies) absorbing-and-expanding the exceptions' spirit).6. The justice's-and-procedural faces (the fair-conduct's-and-the investigations' equitable interventions of the modern courts' lore).