Source: All England Reporter
Publisher Citation: [2007] All ER (D) 369 (Feb)
Neutral Citation: [2007] UKPC 13
Court: Privy Council
Judge:

Lord Hoffmann, Lord Scott of Foscote, Lord Rodger of Earlsferry, Lord Walker of Gestingthorpe and Lord Mance

Judgment Dates: 28 February 2007

Catchwords

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.

The Case

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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