Sidebottom v Kershaw, Leese & Co Ltd 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 The company's articles of association 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 Co 1 Ch 290 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 Co 1 Ch 290 Ashbury 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.
See also UK company law Allen v Gold Reefs of West Africa Ltd 1 Ch 656 Brown v British Abrasive Wheel Co 1 Ch 290 Dafen Tinplate Co Ltd v Llanelly Steel Co (1907) Ltd 2 Ch 124 Shuttleworth v Cox Bros and Co (Maidenhead) 1 Ch 154 Southern Foundries (1926) Ltd v Shirlaw AC 701 Greenhalgh v Arderne Cinemas Ltd Ch 286
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