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House of Fraser v AGCE Investments Ltd [1987] AC 387 (HL)

By Oxbridge Law TeamUpdated 04/01/2024 07:05

Judgement for the case House of Fraser v AGCE Investments Ltd

Table Of Contents

  • Defendant made a reduction in capital; repaid the non-participating preference shareholders first.

  • Was provision in articles for class consent to be required wherever class rights where ‘affected’; moreover Defendant claimed that reduction had caused variation in class rights.

Held

  • Is no variation of rights

    • Paying off preference shares entitled to priority on a winding-up is giving effect to rights attached to those shares

    • Moreover by having priority upon a return of capital, non-participating preference shareholders must be taken to have agreed to allow their entitlement to be extinguished first

  • Moreover rights attaching to shares were not ‘affected’

    • Words ‘affect’ contemplate that there is some right remaining after transaction in question

    • Whereas here, Claimant’s rights were completely extinguished

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Company Law Notes
805 total pages
1082 purchased

Company law notes fully updated for recent exams in the UK. These notes...