References: (1972) 33 DLR 288
Coram: Berger J
Ratio: (Australia) The court discussed the use by a board of their powers in order to defeat a take over of the company: ‘So how wide a latitude ought the directors to have? If a group is seeking to obtain control, must the directors ignore them? Or are they entitled to consider the consequences of such a group taking over? ‘
This case cites:
- Applied – Savoy Corp Ltd v Development Underwriting Ltd ((1963) NSWR 138)
(Australia) The court discussed the extent of the director’s powers to arrange the company to prevent a take over: ‘It would seem to me to be unreal in the light of the structure of modern companies and of modern business life to take the view that . .
(This list may be incomplete)
This case is cited by:
- Approved – Howard Smith Limited v Ampol Petroleum Limited PC ([1974] AC 821, Bailii, [1974] UKPC 3)
(New South Wales) The court considered the use by directors of their fiduciary power of allotment of shares for a different purpose than that for which it was granted, and so as to dilute the voting power of the majority shareholding of issued . . - Cited – Cayne and Another v Global Natural Resources Plc ChD (Unreported, 12 August 1982, [1984] 1 All ER 225)
The court gave this example of the legitimate use of the directors’ powers to defeat a take-over: ‘If Company A and Company B are in business competition, and Company A acquires a large holding of shares in Company B with the object of running . . - Cited – Criterion Properties Plc v Stratford UK Properties Llc and others ChD (Bailii, [2002] EWHC 496 (Ch))
Criterion sought to set aside a shareholders agreement. Their partner had said they were concerned that another party was taking Criterion over and that this would put at risk their working relationships. The agreement sought to add a poison pill to . .
(This list may be incomplete)
Last Update: 22 March 2017
Ref: 196954