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TMI Blog1945 (2) TMI 13X X X X Extracts X X X X X X X X Extracts X X X X ..... or company" to another company which the section defines as "the transferee company" "has within four months after the making of the offer by the transferee company been approved by the holders of not less than nine-tenths in value of the shares affected, the transferee company may" within a certain time limited by the section "give notice to any dissenting shareholder that it desires to acquire his shares, and where such a notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the Court thinks fit to order otherwise, be entitled and bound to acquire" the shares of the dissenting shareholder on the terms applicable under the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p of making an application to the Court, and that the onus is on them of giving a reason why their shares should not be acquired by the transferee company." After criticising the use of the word "expropriation" as being not altogether apt to the circumstances of that case, the learned Judge goes on to say: "Without expressing a final opinion on the matter, because there may be special circumstances in special cases," he could not see that he had any right "to order otherwise" in such a case as he had before him, unless it was "affirmatively established that, notwithstanding the views of a very large majority of the shareholders," the scheme was unfair. In that particular case, where the dissentient shareholders represented 14 per. Cent. o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... propriate proceedings against the transferor company, have compelled a disclosure of documents or other information sufficient to satisfy him, or, at any race, which would be regarded by the Court as sufficient to satisfy him. I am bound to say that I think the information which he received was perhaps a little meagre. The point was that the transferor company, the name of which is the Evertite Locknuts (1938), Ltd., had as its principal asset a large holding of shares in another company known as Nuts and Bolts (Darlaston), Ltd. What the applicant says is that the directors of the transferor company withheld from him information in their possession or under their control with relation to the position or prospects of Nuts and Bolts (Darlasto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the applicant, who refuses to say whether he regards the offer as fair or unfair, but merely asks the Court to say that he is not bound, because he might have had more information than in fact was offered to him as to circumstances which were, or might have been,' relevant when he was considering the terms of the offer which he had received. I should also like to adopt Maugham, J.'s expression of sympathy with the small shareholder who feels aggrieved at being overborne by the overwhelming, numbers of his fellow shareholders. I think that the Court should always be ready to consider the objections of those who may be prejudiced, or may feel that they are prejudiced, by the very drastic terms of the section. At the same time, if I were t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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