Dafen Tinplate Co Ltd v Llanelly Steel Co
Encyclopedia
Dafen Tinplate Co Ltd v Llanelly Steel Co (1907) Ltd [1920] 2 Ch 124 is a UK company law case concerning amendment of the articles of association.
from an alternative source of supply, and also to buy up the company's shares (an attempt which failed). Llanelly responded by altering its articles through a special resolution to include a power to compulsorily purchase the shares of any member requested to transfer them. Dafen Tinplate argued the alteration was invalid.
for the benefit of the company test in an objective sense, that is, he was judging the situation from the courts point of view.
Facts
Dafen Tinplate Co Ltd was a shareholder in Llanelly Steel Co. Llanelly realised that Dafen were buying steelSteel
Steel is an alloy that consists mostly of iron and has a carbon content between 0.2% and 2.1% by weight, depending on the grade. Carbon is the most common alloying material for iron, but various other alloying elements are used, such as manganese, chromium, vanadium, and tungsten...
from an alternative source of supply, and also to buy up the company's shares (an attempt which failed). Llanelly responded by altering its articles through a special resolution to include a power to compulsorily purchase the shares of any member requested to transfer them. Dafen Tinplate argued the alteration was invalid.
Judgment
The court held that the alteration was too wide to be valid. The altered article would confer too much power on the majority. It went much further than was necessary for the protection of the company. The judge seemed to be using the bona fideBona Fide
Bona Fide is a studio album from rock band Wishbone Ash. It is the first studio album in six years and is the only studio album to feature guitarist Ben Granfelt...
for the benefit of the company test in an objective sense, that is, he was judging the situation from the courts point of view.
See also
- 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