The Court of Appeal gave judgment yesterday in Arbuthnott v Bonnyman [2015] EWCA Civ 536. At first instance, the trial judge dismissed the petition brought by Mr Arbuthnott in which he alleged that the company's affairs had been conducted in a manner unfairly prejudicial to him under section 994 of the Companies Act 2006 (see [2014] EWHC 1410 (Ch)). His petition was based, in part, on an alteration to the company's articles of association. Mr Arbuthnot appealed and, as we learned yesterday, was unsuccessful. The decision is noteworthy because the Chancellor of the High Court, in the leading judgment, provided seven principles, derived from the case law, regarding the circumstances in which alterations to the articles of association may be held invalid (see paras. [90] to [97]).
Thursday, 21 May 2015
UK: England and Wales: challenging alterations to the articles of association
The Court of Appeal gave judgment yesterday in Arbuthnott v Bonnyman [2015] EWCA Civ 536. At first instance, the trial judge dismissed the petition brought by Mr Arbuthnott in which he alleged that the company's affairs had been conducted in a manner unfairly prejudicial to him under section 994 of the Companies Act 2006 (see [2014] EWHC 1410 (Ch)). His petition was based, in part, on an alteration to the company's articles of association. Mr Arbuthnot appealed and, as we learned yesterday, was unsuccessful. The decision is noteworthy because the Chancellor of the High Court, in the leading judgment, provided seven principles, derived from the case law, regarding the circumstances in which alterations to the articles of association may be held invalid (see paras. [90] to [97]).
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