NettetHogg v Cramphorn Ltd [1967] Ch 254 Buckley J, writing for the Court, held that the new shares issued by the directors are invalid. The directors violated their duties as directors by issuing shares for the purpose of preventing the takeover.

[1967]+Ch+254 UK Case Law Law CaseMine

NettetThe plaintiff, Mr. Hogg, held fifty ordinary shares in the company, of which the authorised capital comprised 40,000 ordinary shares and 96,000 preference shares (of which … NettetIn this light, Hogg v. Cramphorn Ltd. does little to extend shareholders' control over managements against whom " improper purpose " may be difficult to prove and who can usually secure a formal majority at the general meeting.32 But the judgment does usefully reaffirm the existence of the principle that directors' duties parking strasbourg centre

RATIFICATION OF THE DIRECTORS’ ACTS: AN ANGLO …

NettetThe plaintiff, Samuel Rolleston Hogg, the holder of 50 ordinary shares in Cramphorn Ltd., brought these actions on behalf of all but three of the shareholders against the … NettetHogg v Cramphorn [1967] Objective test. Share issue to preserve present board control of company is improper. Facts: Colonel Cramphorn’s family co. subject to takeover, so he diluted shares to make it difficult, as he was worried about employees. Held: Crt took an objective stance that actions were not for a proper purpose, despite noble motives, … NettetA shareholder, Mr Hogg, sued, alleging the issue of the shares was ultra vires. Cramphorn argued that the directors' actions were all in good faith. It was feared that Mr Baxter … tim horn facebook