Source: All England Reporter
Publisher Citation: [2005] All ER (D) 329 (Jun)
Neutral Citation: [2005] UKPC 25
Court: Privy Council
Judge:

Lord Nicholls of Birkenhead, Lord Hoffmann, Lord Scott of Foscote, Lord Walker of Gestingthorpe and Sir Anthony Evans
Judgment Dates: 28 June 2005

Catchwords

Commonwealth and Dependencies - Barbados - Companies - Unfair prejudice to members - Petition by minority shareholder - Appellant seeking injunction restraining transfer of shares - Relief refused at first instance and on appeal - Correctness of decision.

The Case

On the facts, the rights of the prospective purchaser of the shares were not subordinate but alternative to the rights of the shareholders, including the appellant, and the choice of alternatives was left to the discretion of the directors. In the instant case, the directors decided to offer the shares to the prospective purchaser and the pre-emption rights were thereby exhausted. Accordingly, the Privy Council upheld the decisions of the judge and the Barbados Court of Appeal.

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