High Court of Australia – Companies – Shares – Issue and allotment – Powers of directors – Bona fides of exercise – Ulterior purpose – Article vesting powers of directors in named governing director – Issue and allotment of shares by governing director to provide for control after his death – Articles requiring new shares to be offered to existing shareholders – Application to allotment of part of original capital.
Companies – Directors – Statutory requirement for more than one director – Powers of directors vested in governing director – Whether conflict with statute – Companies Act 1961 (Q), s. 114.
‘As a matter of logic and principle, the preferable view would seem to be that, regardless of whether the impermissible purpose was the dominant one or but one of a number of significantly contributing causes, the allotment will be invalidated if the impermissible purpose was causative in the sense that, but for its presence, ‘the power would not have been exercised’.’
Judges:
Mason (1), Wilson (2), Brennan (3), Deane (1) and Dawson (1) JJ
Citations:
[1987] HCA 11, (1987) 162 CLR 285
Links:
Jurisdiction:
Australia
Cited by:
Cited – Eclairs Group Ltd and Glengary Overseas Ltd v JKX Oil and Gas Plc SC 2-Dec-2015
Company Director not Trustee but is Fiduciary
The Court was asked about an alleged ‘corporate raid’, an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price.
Held: The . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 09 May 2022; Ref: scu.595481
