Shareholders of one class sought an order under section 371 which would have had the effect of overriding the class rights of another shareholder. The meeting was proposed to remove two directors who did not have the protection of a shareholder’s agreement.
Held: The Court does not have a power under section 371 to order a company meeting to be held for one class of shareholders over another class. It was entirely novel to seek to use the machinery of convening a meeting under the section to override class rights. It was not right to invoke the section to override class rights attached to a class of shares which had been deliberately imposed for the protection of the holders of those shares although they were a minority.
Shareholder’s not allowed to apply s371 to meet in absence of group.
Judges:
Dillon LJ, Leggatt, Henry LJJ
Citations:
Times 08-Apr-1994, Gazette 01-Jun-1994, [1994] 2 BCLC 674, [1994] 1 WLR 893
Statutes:
Jurisdiction:
England and Wales
Cited by:
Cited – Grays Timber Products Ltd v Revenue and Customs SC 3-Feb-2010
An assessment to income tax had been raised after the employee resold shares in the company issued through the employees’ share scheme at a price which the Revenue said was above the share value. The company appealed against a finding that tax was . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 05 May 2022; Ref: scu.78456