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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.
Key Point. The issue of shares to prevent a takeover amounts to an improper exercise of the directors’ power to issue and allot shares. This is the case even if the articles of the company purport to grant the directors the discretion to exercise the power as they see fit. Facts.
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.
Jan 4, 2024 · Facts and judgement for Howard Smith v Ampol Petroleum [1974] UKPC 3: • Company was subject to rival takeover bids from two of its shareholders. • One bidder had 55% ...
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”).
Aug 6, 2019 · As the case, Howard Smith v. Ampol Petroleum (1974) it was exposed that some directors help in the takeover bid to destroy the majority control of the tow directors but the allotment was voided as it was not in the good faith of the company but for a collateral purpose.
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.
