||All England Reporter
|| All ER (D) 369 (Feb)
|| UKPC 13
Lord Hoffmann, Lord Scott of Foscote, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe and Lord Mance
||28 February 2007
Company - Articles of association - Alteration - Validity - Company, by special resolutions, amending articles to create 200,000 class B shares, each carrying 50 votes and resolving that 200,000 of class A shares held by company chairman be converted into class B shares - Whether resolutions invalid because not bona fide in interests of company.
Resolutions amending the company's articles of association were valid. The Court of Appeal of the Eastern Caribbean Supreme Court had applied the correct test, namely whether reasonable shareholders could have considered the amendment was for the benefit of the company.
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