Evolving jurisprudence on unfair prejudice claims in Tanzania: a review of legislative efficiency in shareholder protection and judicial perspective

What the paper says

Purpose This paper aims to examine the evolving jurisprudence on unfair prejudice claims under Section 236 of the Companies Act [Cap 212R.E 2023] in Tanzania. It assesses legislative efficiency and judicial perspectives in relation to the protection of minority shareholders. The study evaluates whether the statutory framework and its judicial application adequately respond to oppressive corporate conducts. Design/methodology/approach The study adopts a doctrinal research design based on black letter analysis. It includes a review of case law. The primary source of judgments is the Tanzania Legal Information Institute. Findings The study notes a rise in judicial engagement with unfair prejudice claims since 2020, with courts granting remedies such as reinstatement, injunctions, declarations and share buyouts. Despite this growing judicial activity, the legislative framework remains weak, marked by the vagueness of the term “unfair prejudice,” restricted locus standi, lack of guidance on joinder of respondents and absence of codified procedures for fair share valuation. Originality/value This study addresses a sustained theoretical gap in the literature by moving beyond descriptive accounts of unfair prejudice toward a normatively grounded understanding of the doctrine. It provides the examination of Tanzanian unfair prejudice jurisprudence across time and places judicial reasoning within a coherent governance framework. The research reconceptualizes unfair prejudice as a tool for accountable corporate control rather than a discretionary fairness label. It also proposes targeted statutory reforms to clarify the doctrine, expand access to relief, enhance remedies and establish structured valuation procedures.