Prudential Assurance Co Limited v Newman Industries Limited (No2) [1982]

At first instance, Vinelott J allowed personal and corporate
rights to be asserted in same action.
Court of Appeal did not dissent from this view but did
hold that the personal claim was misconceived on the facts, because only
relevant loss suffered consisted of diminution in value of plaintiff’s shares.
This was simply reflection of loss allegedly inflicted
on company by defendants.  
Court of Appeal did not resolve problem of determining
an effective test as to whether persons complained of were in control of
company.
Suggested that if control was issue then court should
grant an adjournment to allow meeting of shareholders.
Court could then reach conclusion in light of conduct
of meeting and proceedings at meeting.
Court referred to control in relatively wide terms, as
embracing ‘a wide spectrum extending from an absolute overall majority of votes
at one end to a majority of votes at the other end made up of those likely to
be cast by the delinquent himself plus those voting with him as a result of
influence or apathy’.
[This is not a completely clear test.
Even if it was the issue of Foss was obiter by time the case reached Court of Appeal]