Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

BLP > 6.1 Internal Disputes: Removing Ds + Actions for Minority > Flashcards

6.1 Internal Disputes: Removing Ds + Actions for Minority Flashcards

1
Q

What if GM notice already sent for giving notice of placing 168 OR on agenda (in terms of special notice)

A

Use alternative method, e.g. place in newspaper

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

What must Ds do if Ms forced to call GM under 305

A

Reimburse Ms for reasonable expenses incurred

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

What does court consider when giving permission to continue claim under 260 (two categories)

A

Some cases when court must refuse, and others when it can refuse

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Examples of unfair prejudice for 994

A

Excessive remuneration to Ds, or non-payment of dividends

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Two things to consider if D = M for 168 OR

A

If D has weighted voting rights and if AoA has provisions to transfer shareholding of outgoing D

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

994 applies to what

A

Unfair prejudice claim

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Foss v Harbottle ratio

A

C = proper claimant for act/omission by D

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Example of what is NOT unfair prejudice under 994

A

Disagreeing over company policy

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

What case shows Ds can refuse to place 168 OR on agenda despite giving special notice

A

Pedley

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

260 applies to what

A

Derivative claim

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

When can Ms not include text of proposed text under 303

A

If OR would e.g. be defamatory

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

What case shows dismissal can be unfair prejudice (if legit expectation in continuing to be employed)

A

Re a Company

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

What action by M is brought on behalf of C

A

Derivative

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

How many stages to 260

A

2

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

What case does 260 represent an exception to

A

Foss v Harbottle

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Two possible actions by minority M

A

Derivative claim and unfair prejudice

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Is it necessary to prove breach of AoA for 994 claim?

A

No

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Max time to hold GM under 305

A

Three months from receipt of 303 by Ds

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

When must GM be held under 303

A

Within 28 days of date of notice convening the meeting

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

What is the effect of breaching SA, even if complying w/ CA

A

Sue for BoC

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

Notice period to call GM under 305

A

14 clear days’ notice

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

What might D be entitled to if he is removed and = BoC

A

Compensation as damages

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Pedley shows what

A

Ds can refuse to place 168 OR on agenda despite having special notice

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

Three rights of D under 169

A

C forwards copy, right to be heard, and make written reps

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

What is the clause called which gives D weighted voting rights

A

Bushell v Faith

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
26
Q

When might 994 action not be advisable

A

Minority M cannot afford to purchase other party’s shares, or does not want to sell shares

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
27
Q

What case shows that veto provisions in SA can be contrary to CA

A

Russell v Northern Bank

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
28
Q

Days for special notice for 168

A

28 clear days

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
29
Q

What is a common order if 994 claim successful

A

One party to buy out other’s shares

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
30
Q

Manner of giving notice of putting 168 OR on GM agenda

A

Give to all Ms at same time and manner as for GM, unless impractical

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
31
Q

What means that if member rights are infringed, C can be sued for damages (CA provision)

A

33

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
32
Q

What kind of res to remove Ds by Ms

A

OR

33
Q

What test does court use for 994

A

Objective

34
Q

Two things to bear in mind when considering if 168 OR will be passed

A

D likely to demand poll vote if also M, and spouses likely to vote the same way

35
Q

Can WR be used for 168?

A

No

36
Q

What is different about notice for removing D by Ms?

A

Ms must give special notice

37
Q

Manner of request under 303

A

Electronic or hard copy + authenticated doc

38
Q

Two things Ms can do if Ds refuse to place 168 OR on GM agenda (provisions)

A

303 and 305

39
Q

When may it be impractical to give notice of 168 OR at same time as for GM

A

If GM already sent

40
Q

Does it matter for 260 if CoA arose before M became M

A

No

41
Q

What is usually served w/ 312 special notice and why

A

303 to speed up process

42
Q

On what day(s) can Ms proceed to 305 for Ds failure under 303

A

Not called by 22nd day, or not held by 29th

43
Q

Requirements to call GM under 305

A

All Ms who submitted 303 or more than 50% of the same

44
Q

Can Ms include text of proposed text when requesting under 303?

A

Yes

45
Q

When might M apply for court order under 994

A

C affairs or act/omission prejudicial to some or all M’s interest

46
Q

33 CA ‘06 says what

A

AoA = C between Ms and between Ms and C

47
Q

Section in CA on derivative claim

A

260

48
Q

What gives a direct claim by one M against another

A

SA

49
Q

Do veto provisions in SA remove statutory right to pass X matter w/ statutory res?

A

No

50
Q

When is 260 claim not permitted - court permission CANNOT be given

A

If action ratified under 239

51
Q

Why might M have legit expectation to continue to be employed

A

If risked capital

52
Q

What action by M is brought by M himself, not on behalf of C

A

Unfair prejudice

53
Q

Can Ds be removed by fellow Ds

A

Only if AoA specifically allows for it

54
Q

Part of CA on unfair prejudice claim

A

994

55
Q

Preventing M involvement in management of company may = unfair prejudice (case)

A

Ebrahimi

56
Q

Re a Company ratio

A

Shows dismissal can be unfair prejudice (if legit expectation in continuing to be employed)

57
Q

2 stages to 260 claim

A

Obtain court permission to continue claim + court has particular regard to M views

58
Q

What happens if one person abstains + there is a poll vote

A

Exclude his shareholding from consideration

59
Q

Where are Ds rights in the case of 168 OR + special notice given

A

169

60
Q

Min delay if 305 used by Ms

A

37 days

61
Q

Bushell v Faith does what

A

Clause in AoA gives D weighted voting rights

62
Q

Why is D likely to demand poll vote for 168 OR

A

To rely on his shareholding

63
Q

When must GM be called under 303

A

Within 21 days

64
Q

Section of CA on special notice for 168

A

312

65
Q

Max delay if 303 used by Ds complying

A

49 days

66
Q

What is 260 most commonly brought for

A

Breach of 170 - 177 duties

67
Q

Two ways minority shareholders can defeat majority rule (other than 260 + 994)

A

Membership rights under 33 and SAs

68
Q

Two things generally BoD can do on receipt of 168 + 312

A

Place OR on GM agenda, or refuse to do so

69
Q

What is preferable if Ds wish to delay removal of D for as long as possible - comply w/ 303 or force 305?

A

303

70
Q

Requirements to serve 303 notice

A

5% of stare capital

71
Q

What case determined C = proper claimant if D has breached duty, or trust, or negligence etc.

A

Foss v Harbottle

72
Q

Why is short notice under 305 unlikely to be successful

A

Requires 90% NV to be in agreement

73
Q

Ebrahimi ratio

A

Preventing M involvement in management of company may = unfair prejudice

74
Q

Period notice for BoD to place OR under 168 on agenda

A

14 clear days before GM

75
Q

What M views does court have regard to for second stage of 260 test

A

Ms w/ no personal interest

76
Q

Is there a need for shareholder approval if D removed + entitled to compensation as damages for BoC

A

No

77
Q

What section prohibits use of WR for 168

A

288

78
Q

Example of provision in SA which protects minority shareholder

A

Veto provision

79
Q

Which one does 360 apply to - 303 or 305 - and why

A

305 bc Ms to call in ‘same manner, as nearly as possible’, as Ds would under 307

BLP (18 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions