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Facts:The claimant and the defendant were both publishers of
newspapers. They negotiated a transaction whereby D would
acquire one of C’s papers and C would acquire 10 per cent of D’s
share capital. D issued the 10 per cent share holding and as part of
the agreement under which the shares were issued amended its
articles to give C certain rights including preemption rights over
other ordinary shares. The purpose of such rights was to enable C
as a shareholder to prevent a takeover. Subsequently, a few years
later D called a meeting to pass a special resolution to cancel the
articles which gave special rights to C. C sought a declaration that
the rights were class rights which could not be cancelled without his
consent.
Held: The declaration was granted. The special rights granted were rights
which could not be varied or cancelled without C’s consent.Sir, here how C can challenge the variation as C did not have 15% of the shares issued. He only have 10%. And as we know to challenge variation of class rights the shareholder must have at least 15% of shares?
ANY member can take a claim to Court on the basis of just and equitable or where your personal rights are being infringed
OK?
But Sir in order to challenge the variation of class right, isn’t shareholder must have 15% of the shares issued? Here in the above case C has only 10% of shares, then how can he challenge the variation?
If a member feels that his personal rights are being infringed, then that individual member can complain
This is what I wrote in my original response
Do you ever actually read my replies?
ANY individual member can complain on the basis that his individual personal rights are being infringed!
In variation of class rights, if a member feels that his personal rights are being infringed, then that individual member can complain EVEN if he does not hold atleast 15% of shares in that class?
It’s in the heading of protection of minority rights and that part of English law is not in your syllabus
But where an individual member feels that the acts of the majority are unfairly prejudicial to that person’s personal interests, that individual is able to complain to the Court and ask that the offending resolution be negated
OK?
- The topic ‘Cumbrian newspaper group ltd V cumberland & westmorland herald (1986)’ is closed to new replies.