(not a director) held 45% of shares in private company.
(was a director) held 55% of shares.
forced through resolutions at general meeting to issue further shares to
various other parties.
would be that plaintiff’s share would fall below 25% and plaintiff’s negative
control would disappear.
Chancery Division, Foster J set resolutions aside.
to deprive plaintiff of negative control.
I say that these proposals are oppressive to the plaintiff, or that no-one
could reasonably believe that they are for her benefit, matters not’.
issue before court was similar to Greenhalgh
(although no alteration of articles involved).
court reached opposite conclusion, despite purporting to apply same principles.
substituted Evershed’s ‘hypothetical member’ for an actual minority member.
held that the majority had to consider whether resolutions were for her