BL - Shareholders general Flashcards
What remedy is available to members by reference to the articles if their rights as members are infringed?
- They can Sue under s33 CA 2006
- Remedy is damages 💵
What are the ‘members rights’?
- right to dividend 💵
- right to share in surplus capital 💰
- Right to receive notice of GM & AGMs 📆
- right to vote ✔️
NOTE: the right needs to be a MEMBERSHIP right - so rights in Articles that are not membership rights are not covered (such as right to be appointed as Sols).
What rights do all shareholders have?
- Receive a notice of a GM
- Appoint a proxy to attend a GM in their place
- Receive a dividend (if declared)
- Receive a copy of the coy accounts
- Inspect minutes and registers
🚨
. - Ask the court to prevent a breach of directors’ duties👮♂️🎩
- Commence a derivative claim 🥸
- Bring a petition for unfair prejudice 💩
- Bring a petition for just and equitable winding up 💥
What rights do holders of 5% share capital have?
- Require directors to call a GM 🗣️
- Require the circulation of written statements regarding proposed resoluitions at a GM 🗒️
- Circulate a written resolution 📝
What rights do holders of 10% or more share capital have?
Demand a poll vote
What rights do holders of OVER 25% share capital have?
- Block a special resolution
(a special resolution needs 75% or more vote)
What rights do holders of OVER 50% share capital have?
- Pass or block an ordinary resolution
NOTE: Ord Res requires OVER 50% to pass. Therefore 50% SH can block but cannot force one through.
What rights do holders of OVER 75% share capital have?
Pass a special resolution
Can members request to review or get a copy of the register of members?
Yes - they cannot be charged a fee but people who are not members an be charged a fee
What is the process for reviewing/obtaining a copy of the register?
- make a request ✍️
- Company must comply within 5 working days, or 🤝
- apply to court to refuse if it believes the request is not for a ‘proper purpose’ 🤬👨⚖️
