Shareholders Agreement in UK Law

Leading Cases
  • Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
    • House of Lords
    • 03 Mayo 1972

    The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.

    The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements—(i) an association formed or continued on the basis of a personal relationship, involving mutual confidence—this element will often be found where a pre-existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be "sleeping" members), of the shareholders shall participate in the conduct of the business; (iii) restriction upon the transfer of the members' interest in the company—so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.

  • Multinational Gas and Petrochemical Company v Multinational Gas and Petrochemical Services Ltd
    • Court of Appeal (Civil Division)
    • 16 Febrero 1983

    When the oil companies, as shareholders, approved what the plaintiffs' directors had done there was no cause of action because at that time there was no damage. What the oil companies were doing was adopting the directors' acts and as shareholders, in agreement with each other, making those acts the plaintiffs' acts.

  • Hawkes v Cuddy and Others (Nos 1 & 2)
    • Chancery Division
    • 13 Diciembre 2007

    I have found that to a limited extent the cross-petition is well founded. I have also found that some of the allegations in the petition are well founded. But although I have found that some of the allegations of unfair prejudice alleged in the petition have been established, they are the less serious ones. Those which pertain to the internal affairs of the Ospreys are not conduct of the affairs of Neath.

  • Philip Brown v Stephen Bray
    • Chancery Division
    • 29 Agosto 2019

    This is on the basis that the decision was made covertly before initiating the “disciplinary” process against him and without first clarifying and investigating with Mr Brown the substance of their concerns, exploring the range of options that might be available and providing him with at least some form of warning. No doubt, Messrs Bray and Sharp were by then exasperated with Mr Brown and the stance he had taken in the negotiations for the sale of his shares.

  • Euro Brokers Holdings Ltd v Monecor (London) Ltd
    • Court of Appeal (Civil Division)
    • 11 Febrero 2003

    It is a sound and sensible principle of company law allowing the members of the company to reach an agreement without the need for strict compliance with formal procedures, where they exist only for the benefit of those who have agreed not comply with them. It does not matter whether the formal procedures in question are stipulated for in the Articles of Association, in the Companies Acts or in a separate contract between the members of the company concerned.

  • Patrick McKillen (Petitioner) v Misland (Cyprus) Investments Ltd (A Company Registered in Cyprus) and Others
    • Chancery Division
    • 10 Agosto 2012

    Prejudice will certainly encompass damage to the financial position of a member. The prejudice may be damage to the value of his shares but may also extend to other financial damage which in the circumstances of the case is bound up with his position as a member. A disregard of the rights of a member as such, without any financial consequences, may amount to prejudice falling within the section.

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Legislation
  • National Security and Investment Act 2021
    • UK Non-devolved
    • 1 de Enero de 2021
    ...... entity that has a share capital, to the rights conferred on shareholders in respect of their shares to vote at general meetings of the entity on .... (2) Subsections (3) and (4) apply if a person enters into an agreement or arrangement that enables the person (contingently or not) to do ......
  • Finance Act 2020
    • UK Non-devolved
    • 1 de Enero de 2020
    ......(3) If before the end of September 2020 the person enters into an agreement with the Commissioners for Her Majesty's Revenue and Customs as to the ... condition in this sub-paragraph is that—(a) the relevant shareholders, taken together, hold a greater percentage of the ordinary share capital ......
  • Companies Clauses Consolidation Act 1845
    • UK Non-devolved
    • 1 de Enero de 1845
    ...... The Word ‘Lease’ shall include an Agreement for a Lease: . The Word ‘Month’ shall mean Calendar Month: . The ...S-VIII . Shareholders. VIII Shareholders. . VIII. Every Person who shall have subscribed the ......
  • Companies Act 2006
    • UK Non-devolved
    • 1 de Enero de 2006
    ...... does not prevent amendment of the company's articles—(a) by agreement of all the members of the company, or(b) by order of a court or other ... or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose ......
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Books & Journal Articles
  • Current Developments in the BCCI Affair
    • No. 3-2, March 1995
    • Journal of Financial Crime
    • 152-156
    Since the collapse of the Bank of Credit and Commerce International (BCCI) there has been a plethora of BCCI related litigation. This article considers the latest developments in the BCCI saga whil...
    ......Under the scheme BCCI's majority shareholders, the Government and ruling family of Abu Dhabi, must pay $1.8bn towards a ... brought by creditors as a result of the present compensation agreement.2 The initial pay-ment of $1.55bn is calculated to reimburse some 250,000 ......
  • MIXED COMPANIES AND LOCAL GOVERNANCE: NO MAN CAN SERVE TWO MASTERS
    • No. 90-3, September 2012
    • Public Administration
    This article looks at the use of institutionalized public–private partnership (PPP) arrangements by local governments for the delivery of different types of infrastructure. It starts by analyzing t...
    ...... for internal regulation and the achievement of a relational agreement. Then, after discussing the practicalities of crafting this type of ...shareholdersagreement (setting the rights and duties of each partner and ......
  • Bull's-eye market: will large companies in the UK soon embrace the American fashion of issuing targeted stock? Samuel Idowu, Anthony Brabazon and Kojo Menyah explain what targeted stock is--and what it can offer as a financial management tool.
    • No. 2003, May 2003
    • Financial Management (UK)
    • Idowu, Samuel
    • Finance Targeted Stock
    ......Unlike typical ordinary shareholders, investors in tracking stock don't have a direct ownership stake in the ...Liquidation rights are often defined in the shareholders' agreement relating to the targeted stock. The parent company may retain conversion ......
  • A Director's Duty of Loyalty and the Relevance of the Company's Scope of Business: Cheng Wai Tao v Poon Ka Man Jason
    • No. 80-5, September 2017
    • The Modern Law Review
    The Hong Kong Court of Final Appeal has utilised a ‘scope of business’ inquiry to delineate the boundaries of the no‐conflict rule for the company director. Such an inquiry is directed at discernin...
    ...... partners had, pursuant to what was referred to as the ‘2004 Agreement’, decided to apply this particular modus operandi to their proposed ... Court found that Smart Wa ve ‘was nev er intended by its shareholders to have the exclusi ve right to carry on the sushi restaurant business’ ......
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Law Firm Commentaries
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