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Facts. The directors of a target company (Millers) issued 4,500,000 shares to the appellant, who was their favoured bidder in a takeover battle. That share issue would defeat the existing majority shareholding position in Millers that was already held by the respondent rival bidders.
Howard Smith Ltd v Ampol Petroleum Ltd [1974] UKPC 3 is a leading company law case, concerning the duty of directors to act only for "proper purposes". This duty has been codified into the Companies Act 2006 section 171, and arises particularly in cases involving takeover bids.
Sep 30, 2020 · HOWARD SMITH LTD. v. AMPOL PETROLEUM LTD. AND OTHERS. PRIVY COUNCIL. 14 FEBRUARY 1974. [1974] 2 W.L.R. 689 – [1974] A.C. 821. FACTS: There was a dispute between two companies to take over RW Millers. Both Howard Smith and Ampol held shares in this company. Ampol and Bulkships together held 55% in Millers.
On December 14, 1972, the judge made certain declarations and orders, the effect of which was to set aside the issue to the appellant (“Howard Smith”) of 4,500,000 ordinary shares of $1 each in the capital of R. W. Miller (Holdings) Ltd. (“Millers”).
Jan 4, 2024 · Judgement for the case Howard Smith v Ampol Petroleum. Table Of Contents. Held. Company was subject to rival takeover bids from two of its shareholders. One bidder had 55% of shares, but was clear that the other offer was better for company. Thus directors of company allotted $10 million of new shares to preferred bidder to give him majority. Held.
Nov 10, 2021 · Howard Smith Limited v Ampol Petroleum Limited: PC 14 Feb 1974 (New South Wales) The court considered the use by directors of their fiduciary power of allotment of shares for a different purpose than that for which it was granted, and so as to dilute the voting power of the majority shareholding of issued shares.
View on Westlaw or start a FREE TRIAL today, Howard Smith Limited v Ampol Petroleum Limited and Others (New South Wales) [1974] UKPC 3 (14 February 1974), PrimarySources.
