• Refusal to register transfer: directors may in their absolute discretion: Section 95 and without assigning any reason for doing so, decline to register the transfer of shares. Where the directors decline the transfer of shares, they must within 2 months of the delivery of the instrument of transfer notify the transferee of the refusal. Section 95 may be disapplied in the constitution. Popely v Planarrive (UK): shareholder had an extra-marital affair and was refused registration, here the decision was made but there was failure to communicate the decision and was nonetheless upheld by the ct. A personal dislike would not alter the fact that their decisions were taken bona fide in the best interests of the co. Tangey v Clarence Hotel (IRL): could refuse to register an ‘undesirable person’ in the register. In Re Hackney Pavilion (UK): there was a deadlock in the decision to register and the registration was subsequently enforced. Therefore, the power to refuse to register a transfer must be exercised within a reasonable time or it will lapse and the transferee will be entitled to have his shares automatically registered There must be an active decision to refuse registration. Re Swandale Cleaners (UK): delay of 4 months meaning that the power to decline to register the shares lapsed. Directors are still not obliged to give reasons unless some mala fides is alleged Re Dublin North City Building Co (IRL). Directors may rely on reasons known after they refuse registration: Village Cay Marine. The only way a transferee can challenge this discretion is to show mala fides or to prove that the directors were not acting in the best interests of the co: Re Smith and Fawcett (UK), there being a presumption of good faith on the part of directors and the test of good faith is subjective. Even if there is non-commercial disagreement already in the co, a director can still refuse to register the shares without being mala fides. The hurdle for a transferee is quite high: Re Hafner (UK) i.e. must be found that the director had an invalid motive. Banfi v Moran (IRL): complaints of improper behaviour and oppression.