The conclusion of Buckley J. Finer, who followed Sir Milner Holland in arguing for the minority shareholder, took the point that the opening words of the subsection required first it to be shown that there exists a scheme or contract involving the transfer of shares. Instone conceded that he cannot in this case rely upon the mere fact that 90 per cent, of the shareholders in this company did Re bugle press ltd or were prepared to accept this offer, but, says he, since there was an independent valuation of the interest in the company held by minority shareholder, he fails to discharge the onus which the section puts upon him.
In re  Ch. The company was promoted by the majority shareholders who were the only members and the directors. Price Waterhouse gave only go at In re,  2 W. Its principal business was the publication of a magazine devoted to advertisement for th In my view, therefore, the onus which I consider rests on the transferee company has not been discharged, and having regard to the unusual nature of this case-unusual in this sense that the 90 per cent, majority shareholders are, themselves, in substa In my judgment this is a barefaced attempt to evade that fundamental rule of company law which forbids the majority of shareholders, unless the articles so provide, to expropriate a minority.
It was conceded on the appeal that the transferee company was promoted in order to invoke the powers of section of the Act of Jackson, to expropriate the shares of their minority Nevertheless when regard is had to the opening words and to the parenthesis, it seems to me plain that what the section is directed to is a case where there is a scheme or contract for the acquisition of a company, its amalgamation, re-organisation or the like, and w X X X X X X X Extract - Part text only Click here to Access Full Contents X X X X X X Xof any opportunity of cross-examination, the fact that offers were made to the minority shareholder in April and May,and in an ascending scale of figures appreciably greater than that contained in the offer in July and the facts as to the profit earning of this company during the first quarter of the yearat least show that there is no case here established why the discretion, given the major premise to which I have referred, should not be exercised in the way in which Buckley J.
He then referred to the judgment of Buckley J. In addition to the cases referred to in the judgments the following were cited in argument Instone s clients -that is the transferee company- to satisfy the court that the price offered is a fair price. Jackson and Shaw Holdings Ltd. In re  L.
It is true that in one sense, possibly derogatively, there is shown to be a scheme in this case ; but as Mr. Ralph Instone for the transferee company. The minority shareholder applied by originating summons for a declaration under the section tha Finer for drawing our attention to it to note that by the terms of the section itself one must have regard to what lies behind the invocation of the section.
Instone, the minority shareholder has not shown that there is anything wrong with the offer as made to him. Instone, follows from the language of the section which uses the formula which I have already more than once read unless on an application made b Sir Milner Holland Q.Re Bugle Press Ltd  Ch 2 Jan CA Lord Evershed MR, Lord Justice Harman Company Shareholders with over 90% of the issued shares sought to acquire the remaining shares, and create another company to do so.
That company offered to purchase the shares at a valuation.
The majority shareholders accepted but the minority shareholder refused. The non accepting minority may however apply to the Court to prevent Company A from COMMERCE at Jomo Kenyatta University of Agriculture and Technology. Find Study Resources.
Main Menu; provided no fraud or improper conduct is involved as seen in Re: Bugle Press Ltd.). Hogg v Cramphorn Ltd  Ch is a famous UK company law case on the director liability.
The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover (the poison pill) are breaching their fiduciary duty to the company. Appeal from – Re Bugle Press Ltd CA ( Ch ) Shareholders with over 90% of the issued shares sought to acquire the remaining shares, and create another company to do so.
That company offered to purchase the shares at a valuation. In Re Bugle Press Ltd.  Ch the Court of Appeal held that sectionCAU.K. (s. CAMalaysia) may not be used by the majority shareholders to expropriate the shares of a 5/5(7).
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