Judgement Improper Header

Judgement finds register request improper

Thu 02 Apr 2015

A judgement against Richard Fox-Davies found share register request was for an improper purpose

A recent judgement has been obtained against Richard Fox-Davies (Trust Property Researches) following a request for a copy of a company share register, concluding that it was not for a 'proper purpose'.

The recent case allowed a company relief under s117(3) of the Companies Act 2006 and directed it not to supply a copy of the register of members as it was sought for an improper purpose.

The judgement was based on, among other things,

  • Changes in the 2006 Companies Act (to allow a company to challenge such a request).
  •  The ICSA Guidance Note on Proper Purpose which identified such a purpose as potentially improper if it is not in the best interests of a company’s members.
  • Where a request is made by a non-member the court will examine the request more closely and from the point of view of shareholder protection.
  • There were security concerns around the treatment of the members’ personal data (including that the Requester was based outside the UK) and a potentially large number of people would be given access to the data.
  • The engagement by the company of a tracing agent prior to the request for a copy of the register and the fact that their work was continuing.
  • That the procedures in the Companies Act had not been complied with by the Requester.

It was concluded that the real purpose was not in the interests of the shareholders of the company and, on the balance of probabilities, the request was not for a proper purpose.

 


 
For more information, please contact your Relationship Manager.

E-Zine issue: April 2015