1、【精編匯總版】NewCedosEngineeringCoLtd,Re合集】5/5【精編匯總版】NewCedosEngineeringCoLtd,Re合集VVestlaw Delivery Summary Report for USER,! (CORP ADMDatc/Timc of Request:Tliursday, November 3, 2011 03:43 SingaporeClient Identifier:Database:Citation Text:PETERUK-CASELOC1975 WL 45149Lines:Documcms:Images:5810The material

2、 accompanying this summary is subject to copyright. Usage is governed by contract with Thomson Reuters, West and their affiliates.儲代心1975 WL 45149L1994J 1 B.C.L,C. 797 119941 B.C.L.C. 797Page 12011 Sweet & MaxwellNew Cedos Engineering Co Ltd, ReAlso known as:Chancery Division05 December 1975Case Ana

3、lysisWhere Reported 1994 I B.C.L.C, 797;Case DigestSubject: Company LawKeywords: Pre eniption rights, Rectification. Registration, Share transfersCatchphrases: Shares, rectification of register, directors discretion to refuse transfer of shares, rciusal to register personal representative, whether d

4、irectors entitled to refiise registrationAbstract: Where the articles of association permitted shares to be transferred to a person of a prescribed class and the pre-emption provisions required the personal representatives to transfer shares within three months of death, Ihe directors were noi entit

5、led to refuse registration. The company was owned by F (who held 5.000 shares) and J senior (who held 4,999 shares). The articles of association contained detailed transfer and preemption provisions and also gave the directors power to refiise to register share transfers. F died in 1972 and his wido

6、w 1 obtained letters of administration to the estate. To make the board of directors quorate J senior appointed his son ,1 junior as a director. A meeting took place at which the two directors retired and were then rc-clcctcd. In 1974 I requested lo be registered as (he holder of Fs shares and a mee

7、ting was held at which the request was refused. I married G and died in 1975 whereupon G was left the shares and appointed executor. G obtained letters of administration to the estate of F and requested to be registered. A board meeting reiused to register the transfer of the shares to G. G sought a

8、n order of rectification of the share registo,.Held, granting the application, that the articles gave an absolute right to a member to have his shares iransferred to a person of (he prescribed class and the pre-emption provisions required the personal representatives to transfer the shares if within

9、 three months of the death the company found a member willing to purchase them at a fair price and gave notice to the personal representative of that fact. Here the company knew of Fs death in January 1974 and so by April Fs personal representatives were entitled to be registered or to transfer the

10、shares themselves. G was therefore entitled to registered as the holder of the shares.Judges: Oliver, J.Appellate HistoryRelated Cases 2011 Thomson Reuters.1975 WL 451491994 1 B.C.LC. 797 1994 I B.C.L.C. 797Page 2Significant Cases CitedCases Citing This CasePena v Dale20031 FAVHU 1065 Ch; 20041 2 B.

11、C.L.C 50S； CfRcial TrancrimChDRegency Rolls Ltd v CarnallOfficial TranscriptCA (Civ Div)Zinotty Properties Ltd, ReLL2S4JJ W.L.R. 1249:19S4J3 All E.R. 754; (1984) 1 B.CC 99139; ”985 P.C.C. 285; (1984) 81 L.S.G. 3589： (麗 128 S.J. 783ChDDeakin v Faulding2001J 9ML S.Ci. 32; TimcSj August 29, 2001: Oflic

12、iM TranscriptChD -Wright v Atlas Wright (Eurape) Ltd“999 BCC 163: 199卬 2 B.UL.C 301: ”999 96(8) LSC. 29： TimesJebriiarv 3, 1999CA (Civ Div)RW Peak (Kings Lynn) Ltd, Re199用 KCC. 596：1 B.CL.C 193Ch D (Companies Ct)Euro Brokers Holdings Ltd v Monecor (London) LtdL2OO3J liVCA C iv 105: 12OO3LB C.C. 573：

13、L2OO3JJ B.CL.C. 506: (2003) 147 SJL.B. 540: Otticud Transcript CA (Civ Div)Hunt v Edge & Ellison Trustees Ltd200(“ B.CC 626： “999 2 BC.L.C 605: CMHcial TranwrimCh D (Companies Ct)Villatte v 38 Cleveland Square Management Ltd2002 KC A Civ 1549; Ofikial i ranscriptCA (Civ Div)Atig v HardyOfficial Tran

14、scriDiChDKaupthing Capital Partners II Master LP Inc, Re2010J l-WHC X36LCh): 201 I1 B,C.C. 338: Official TranscriptChDFrontsouth (Witham) Ltd (In Administration), Re2011 UMTIC IG6s (Hi): Ofticinl TranscriplCh D (Companies Ct) 2011 Thomson Reuters.1975 WL 451491994 1 B.C.LC. 797 1994 I B.C.L.C. 797Page 3Jour