Source: All England Reporter
Publisher Citation: [2013] All ER (D) 150 (Jan)
Neutral Citation: [2013] EWHC 68 (Ch)
Court: Chancery Division
Judge:

Norris J

Representation Stephen Horan (instructed by asb Law LLP) for the claimants.
  Daniel Lightman (instructed by Orrick Herrington & Sutcliffe (Europe) LLP) for the first defendant.
Judgment Dates: 23 January 2013

Catchwords

Company - Shareholders - Minority shareholder - Right of unregistered minority shareholder to apply to court for cancellation of resolution to re-register public company as private limited company - Second defendant public company seeking to re-register as a private limited company - Claimants being unregistered minority shareholders of company - Claimants bringing claim against defendants seeking order for cancellation of resolution for re-registration as private company on ground had economic interest to exercise rights to claim - Defendants applying for summary judgment contending that claimants had no standing to make claim - Proper construction of relevant statutory provision - Whether claimants being 'holders of not less than 5% in aggregate of company's issued share capital' - , .

The Case

Company Shareholders. The second defendant public company sought to re-register as a private limited company. The claimants, who claimed to be minority shareholders of the company but not registered shareholders, brought a claim against the defendants seeking an order for cancellation of the resolution for re-registration as a private company on the ground that they had an economic interest to exercise rights to claim under s98 of the . The defendants applied for summary judgment contending that the claimants had no standing to make the claim. The Chancery Division, in allowing the defendants' application, held that, on its true construction, s 98 of the Act did not apply to the holders of economic interest in shares and did not give unregistered minority shareholders a right to apply to the court for cancellation of a resolution to re-register a public company as a private limited company.

Practice Areas

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