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Company Law

Analysis - guidance - compliance

19 JUL 2014

ECLAIRS GROUP LTD v JKX OIL & GAS PLC AND OTHERS AND GLENGARY OVERSEAS LTD v JKX OIL & GAS PLC AND OTHERS

ECLAIRS GROUP LTD v JKX OIL & GAS PLC AND OTHERS AND GLENGARY OVERSEAS LTD v JKX OIL & GAS PLC AND OTHERS
Court of Appeal
Longmore LJ, Sir Robin Jacob
13 May 2014
BRIGGS LJ:

Introduction
[1] These appeals, against orders of Mann J on 1st October 2013 in two conjoined claims, raise important issues as to the validity and constitutionality of restrictions imposed by the directors of JKX Oil & Gas PLC (“JKX”) pursuant to Part 22 of the Companies Act 2006 (“the 2006 Act”) and the company’s Articles of Association (“the Restrictions”). The Restrictions included the purported disenfranchisement of two of JKX’s shareholders, registered as the holders of 27.55% and 11.45% of the company’s ordinary shares, for the purposes of voting at JKX’s Annual General Meeting on 5th June 2013. I say ‘purported’ because, at the expedited trial of the conjoined claims by the beneficial owners of those shareholdings, Mann J declared that the Restrictions had been ineffective because the directors had, in imposing them, been motivated by an improper purpose.

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