company law : members & shares

Question 1

what is a nominee in the context of holding shares?

Answer 1

nominee is the named owner of the shares but may be working on behalf of someone else (beneficial owner) and holding the shares for them.

Question 2

what is the psc register?

Answer 2

persons with significant control register. uk companies must keep a register of this. obligated by the SBEE 2015 act.

Question 3

who is a psc?

Answer 3

a person (human or company) who :
- owns / controls more than 25% of company’s shares / voting rights OR
- has ability to appoint / remove majority of board
- has right to exercise significant influence / control over company / management

Question 4

what are the 4 remedies for unhappy shareholders? give the relevant acts and sections.

Answer 4

s33 CA 2006 : breach of statutory contract
s994 CA 2006 : company unfairly prejudicial to members
s122 IA 1986 : wind company up
p11 CA 2006 : derivative claim

Question 5

what does s33 CA 2006 state about remedies for unhappy shareholders?

Answer 5

s33 states that there has been a breach of articles, which is seen as a breach of contract. when directors breach articles, shareholders can take action against them.

Question 6

what does s994 CA 2006 state about remedies for unhappy shareholders?

Answer 6

shareholders can take directors to court for unfair prejudice to its members generally or specific members. can get share purchase order, injunction or damages (compensation) to shareholders as remedy.

Question 7

what does s122 IA 1986 state about unhappy shareholders?

Answer 7

section allows shareholder to apply to have company wound up on just & equitable grounds

Question 8

what does p11 CA 2006 state about remedies for unhappy shareholders?

Answer 8

derivative claim used when shareholders are acting noble and in future interest of company. often looking after their company rather than focus on themselves. section allows them to take action against directors / company for not acting in best interest