X v Y & anor (Approved)

3.������ As much of what follows is centrally concerned with s.212 of the Companies Act 2014, it may be helpful to commence by setting out the text of ss.(1)-(3) of that provision and making some observations thereon:

�(1) �� Any member of a company who complains that the affairs of the company are being conducted or that the powers of the company are being exercised - (a) in a manner oppressive to him or her or any of the members (including himself or herself), or (b) in disregard of his or her or their interests as members, may apply to the court for an order under this section .

(2) ��� If, on an application under subsection (1), the court is of opinion that the company�s affairs are being conducted or the directors� powers are being exercised in a manner that is mentioned in subsection (1)(a) or (b), the court may, with a view to bringing to an end the matters complained of, make such order or orders as it thinks fit.

(3) ��� The orders which a court may so make include an order - (a) directing or prohibiting any act or cancelling or varying any transaction; (b) for regulating the conduct of the company�s affairs in future; (c) for the purchase of the shares of any members of the company by other members of the company or by the company and, in the case of a purchase by the company, for the reduction accordingly of the company�s capital; and (d) for the payment of compensation�.

(i) ���� the antecedent provision in the Companies Act 1963 (s.205) was originally enacted to address the situation in which a person could not bring herself within one of the exceptions to the rule in Foss v. Harbottle (1843) 2 Hare 461 (which rule is considered later below) and where the only other relief available (before the Act of 1963) was to seek a winding up of the company on just and equitable grounds, a course of action that might well be in nobody�s interests. Thus, a new and separate remedy was required, and came in the form of s.205.