Proposed
to alter articles to allow 90% shareholder to acquire shares of minority
shareholder.
to alter articles to allow 90% shareholder to acquire shares of minority
shareholder.
High
Court refused to regard the ‘bona fide in the interests of the company’ test as
relevant.
Court refused to regard the ‘bona fide in the interests of the company’ test as
relevant.
But
nor did court wish to leave issue to majority rule, coupled with requirement of
good faith on majority.
nor did court wish to leave issue to majority rule, coupled with requirement of
good faith on majority.
So
substituted objective ‘proper purposes’ test.
substituted objective ‘proper purposes’ test.
Expropriation
of shares could be allowed to save company from ‘significant detriment or
harm’.
of shares could be allowed to save company from ‘significant detriment or
harm’.
But
not allowed simply for purpose of advancing interests of company or majority of
members.
not allowed simply for purpose of advancing interests of company or majority of
members.
[New
test seemed almost entirely, if not wholly, objective.
test seemed almost entirely, if not wholly, objective.
Allows courts to play much more interventionist role.]
