UK: England and Wales: public company re-registration as a private company - entitlement to object under section 98 of the Companies Act 2006

Section 97 of the Companies Act 2006 sets out the procedure to follow where a public company wishes to re-register as a private company and this includes the passing of a special resolution. Where a special resolution has been passed, section 98(1) provides that the "holders of not less in the aggregate than 5% in nominal value of the company's issued share capital or any class of the company's issued share capital" may seek an order of the court cancelling the resolution. Entitlement to seek an order under section 98 was recently considered by the High Court in Eckerle v Wickeder Westfalenstahl GmbH [2013] EWHC 68 (Ch). A summary of the decision has been provided by the ICLR (see here), the headnote of which reads: "The holders of dematerialised shares in a public company were not entitled to the same protection under section 98 of the Companies Act 2006 as registered minority shareholders".