Sidebottom v Kershaw, Leese & Co Ltd
Encyclopedia
Sidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154 is a UK company law case, concerning the alteration of a company's constitution, and the rights of a minority shareholder.
where a change for compulsory share purchase was held invalid as not being bona fide for the benefit of the company as a whole, should be applied here too.
Astbury J had been wrong to regard good faith
alterations and the company’s benefit as two separate ideas. The important question was whether the alteration for the benefit of the company as a whole.
Facts
The company's articles were changed to allow for the compulsory purchase of shares of any shareholder who was competing with the company. One shareholder was competing with the company and challenged the alteration. He argued that a previous case, Brown v British Abrasive Wheel CoBrown v British Abrasive Wheel Co
Brown v British Abrasive Wheel Co [1919] 1 Ch 290 is a UK company law case, concerning the validity of an alteration to a company's constitution, which adversely affect the interests of one of the shareholders.-Facts:...
where a change for compulsory share purchase was held invalid as not being bona fide for the benefit of the company as a whole, should be applied here too.
Judgment
The Court of Appeal held that the article alteration was clearly valid, and very much for the benefit of the company. The court made clear that in Brown v British Abrasive Wheel CoBrown v British Abrasive Wheel Co
Brown v British Abrasive Wheel Co [1919] 1 Ch 290 is a UK company law case, concerning the validity of an alteration to a company's constitution, which adversely affect the interests of one of the shareholders.-Facts:...
Astbury J had been wrong to regard good faith
Good faith
In philosophy, the concept of Good faith—Latin bona fides “good faith”, bona fide “in good faith”—denotes sincere, honest intention or belief, regardless of the outcome of an action; the opposed concepts are bad faith, mala fides and perfidy...
alterations and the company’s benefit as two separate ideas. The important question was whether the alteration for the benefit of the company as a whole.
See also
- UK company law
- Allen v Gold Reefs of West Africa LtdAllen v Gold Reefs of West Africa LtdAllen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 is a UK company law case concerning alteration of a company's articles of association. It held that alterations could not be interfered with by the court unless a change was made that was not bona fide for the benefit of the company as a whole...
[1900] 1 Ch 656 - Brown v British Abrasive Wheel CoBrown v British Abrasive Wheel CoBrown v British Abrasive Wheel Co [1919] 1 Ch 290 is a UK company law case, concerning the validity of an alteration to a company's constitution, which adversely affect the interests of one of the shareholders.-Facts:...
[1919] 1 Ch 290 - Sidebottom v Kershaw, Leese & Co LtdSidebottom v Kershaw, Leese & Co LtdSidebottom v Kershaw, Leese & Co Ltd [1920] 1 Ch 154 is a UK company law case, concerning the alteration of a company's constitution, and the rights of a minority shareholder.-Facts:...
[1920] 1 Ch 154 - Dafen Tinplate Co Ltd v Llanelly Steel CoDafen Tinplate Co Ltd v Llanelly Steel CoDafen Tinplate Co Ltd v Llanelly Steel Co Ltd [1920] 2 Ch 124 is a UK company law case concerning amendment of the articles of association.-Facts:...
(1907) Ltd [1920] 2 Ch 124 - Shuttleworth v Cox Bros and Co (Maidenhead)Shuttleworth v Cox Bros and Co (Maidenhead)Shuttleworth v Cox Bros and Co [1927] 1 Ch 154 is a UK company law case, concerning alteration of a company's constitution.-Facts:...
[1927] 1 Ch 154 - Southern Foundries (1926) Ltd v ShirlawSouthern Foundries (1926) Ltd v ShirlawSouthern Foundries Ltd v Shirlaw [1940] AC 701 is an important English contract law and company law case. In the field of contracts it is well known for MacKinnon LJ's decision in the Court of Appeal, where he put forth the "officious bystander" formulation for determining what terms should be...
[1940] AC 701 - Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286