Citation(s) [1942] Ch 304 | ||
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Ruling court Court of Appeal of England and Wales Similar Howard Smith Ltd v Ampol Pe, Regal (Hastings) Ltd v Gulli, Re D'Jan of London Ltd, Aberdeen Rly Co v Blaikie Br, Industrial Development Consulta | ||
Re Smith and Fawcett Ltd. [1942] Ch 304 is a UK company law case, concerning the meaning of "the interests of the company". It is relevant for the Companies Act 2006 section 172.
Contents
Facts
Article 10 of the company's constitution said that directors could refuse to register share transfers. Mr. Fawcett, one of the two directors and shareholders, had died. Mr. Smith co-opted another director and refused to register a transfer of shares to the late Mr. Fawcett’s executors. Half the shares were bought, and the other half offered to the executors.
Judgment
Lord Greene MR held that in absence of mala fides, this was proper. Private companies are ‘much more analogous to partnerships than to public companies’. Listed companies may not have such restrictions at all.
References
Re Smith & Fawcett Ltd Wikipedia(Text) CC BY-SA