Cumbrian Newspapers v Cumberland Herald [1986]

Held
that even where shares are of same class, if certain members have special
rights not attached to their shares then s125 may still apply.
Two
Companies published rival local newspapers.
Only
one was viable, so agreed company A would publish paper, but would issue 10% of
its ordinary share capital to company B.
B
anxious to ensure paper remained locally controlled –
Hence
A’s articles amended to give B various powers including pre-emptive rights on
share issues and disposals.
These
rights not attached to particular shares but on company B by name [ie shares
were not unique class].
18
years later, A’s directors proposed to pass special resolution deleting
relevant articles.
B
applied to court arguing its rights were class rights that could not be
abrogated without its consent.
Scott
J stated there were three cats of special rights in articles:
  1. Rights annexed to particular
    shares.
  2. Where articles purport to confer
    rights on individuals not in their capacity as members or shareholders.
  3. Rights that, though not attached to
    particular shares, are nonetheless conferred on beneficiary in their capacity
    as member or shareholder.
s125,
he believed, applied to cats 1. and 3.
Rights
conferred on B fell into cat 3.
Therefore
found in their favour.