Minority Shareholder Protection in Uganda: A Critical Doctrinal Review of Rights Remedies and Enforcement

Minority shareholders require effective remedies when controllers misuse corporate power, exclude members from agreed participation or divert company assets. This article examines Uganda's protective framework through a focused doctrinal review of the Companies Act, Cap 106, selected judgments and institutional scholarship. It distinguishes unfair prejudice, the statutory oppression mechanism and litigation concerning wrongs to the company. The analysis finds that protection depends on identifying the claimant's interest, the legal route and the remedy suited to the conduct. The revised legislation retains an oppression mechanism involving the Registrar alongside a court petition for unfair prejudice, making a simple replacement narrative inaccurate. The available judicial and academic material also cannot establish national success rates, typical litigation costs or the practical superiority of one remedy. The article develops a remedy-selection framework and identifies priorities concerning disclosure, valuation, procedural clarity and empirical research. It concludes that the existence of broad remedial powers is necessary but does not prove accessible enforcement. The review is doctrinal and exploratory; it does not claim a completed systematic search or reproduce unverified screening counts and quality scores from the source draft.