Hogg v Cramphorn [1967]

Directors
of defendant company, acting in good faith, issued # of shares with special
voting rights to trustees of an employee benefit scheme, in (successful)
attempt to forestall takeover bid by B.
Chancery
Division held that power to issue shares was a fiduciary power and must be
exercised for a proper purpose, or the issue was liable to be set aside.
This
is so notwithstanding that issue was made in bona fide belief that it was in
interests of company.
Primary
purpose of issue was to ensure control of company by directors and their
successors.
This
was improper purpose.

However, transactions capable of ratification by shareholders
in general meeting [which subsequently occurred]