This appeal concerns the true construction of shareholders’ rights of pre-emption contained in the Articles of Association of the two claimant companies, Cosmetic Warriors Limited and Lush Cosmetics Limited. The Articles of each company are in materially identical form. Article 5 states that no share in the company may be transferred except in accordance with the provisions which it lays down. In short, the other shareholders are given the opportunity to purchase the relevant shares at a ‘prescribed price’, which is to be determined in default of agreement by two independent chartered accountants. To the extent that the shares are not taken up at that price by the other shareholders, or sold at that price by the company to external purchasers of whom or which it approves, the vendor then has a 90-day period during which he may transfer them ‘to any person at any price (not being less than the prescribed price)’.
Judges:
Beatson, Lindblom, Henderson LJJ
Citations:
[2017] EWCA Civ 324
Links:
Jurisdiction:
England and Wales
Company
Updated: 25 March 2022; Ref: scu.583650