Russell v Northern Bank Development Corp Ltd [1992] 1 WLR 588 is a leading case on shareholders' rights in the United Kingdom in which the House of Lords held that a private shareholders' agreement could not fetter a company's statutory powers but could bind the voting rights of those parties to the agreement.

Four executives of a brick works in Dungannon, County Tyrone were shareholders, with 20 shares each, in a company called Tyrone Brick Limited (T.B.L) alongside Northern Bank Development Corporation, which held 120 shares.

[3] At trial the judge held that the shareholder's agreement was invalidated because it sought to fetter T.B.L's statutory power to increase its capital.

in a formal agreement not to exercise its statutory powers for a period which could, certainly on one view of construction, last for as long as one of the parties remained a shareholder.

"[7] Ferran criticised the decision for making a "technical distinction which is not immediately obvious and which rests on the turning of a blind eye to the manifest practical consequences which can flow from a voting agreement.