Lawmaxxer

UK · Year 3 · Company Law

Directors' Conflicts & Minority Protection

Corporate opportunities and shareholder remedies.

1/9

Space flip · ← → navigate · S save

Show all 9 questions and answers in this book

  1. 1.Regal (Hastings) Ltd v Gulliver [1942] — held?

    Directors who profited from shares acquired because of their position had to account to the company, despite acting honestly.

    [1942] 1 All ER 378 (HL)

  2. 2.Industrial Development Consultants v Cooley [1972] — held?

    A director who took a contract for himself that came to him in his capacity as director had to account for the profit.

    [1972] 1 WLR 443

  3. 3.Howard Smith v Ampol Petroleum [1974] — principle?

    Proper purpose: issuing shares mainly to defeat a takeover bid was an improper exercise of directors' power.

    [1974] AC 821 (PC)

  4. 4.BTI 2014 LLC v Sequana SA [2022] — held?

    Directors must consider creditors' interests when the company is insolvent or bordering on insolvency, or insolvent liquidation or administration is probable.

    [2022] UKSC 25

  5. 5.Ebrahimi v Westbourne Galleries [1973] — held?

    A company that is a quasi-partnership may be wound up on the just and equitable ground when mutual trust breaks down.

    [1973] AC 360 (HL)

  6. 6.O'Neill v Phillips [1999] — unfair prejudice?

    Unfairness usually requires breach of the company's constitution or of equitable considerations (e.g. promises in a quasi-partnership); no general right to exit.

    [1999] 1 WLR 1092 (HL)

  7. 7.Gilford Motor Co v Horne [1933] and Jones v Lipman [1962]?

    Companies used as a mere façade to evade existing obligations: the court granted relief against the company as well as the individual.

    [1933] Ch 935 (CA); [1962] 1 WLR 832

  8. 8.Companies Act 2006, s 168?

    Shareholders can remove a director by ordinary resolution with special notice, regardless of anything in the articles.

    CA 2006, s 168

  9. 9.Companies Act 2006, s 21?

    A company may amend its articles by special resolution (at least 75% of votes).

    CA 2006, ss 21, 283