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Share Transfer - Coggle Diagram
Share Transfer
pre-emption rights
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McKillen extrinsic evidence not admissible, members often become members on basis of articles and won't have knowledge of background
rainy sky can have more then one meaning, look what reasonable person with background knowledge would have meant, and with what makes most business sense
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refusing to register
challenging refusal
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if directors refuse to register, original contract still binding
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2 months to refuse
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swaledale delay of 4 months, power lapsed
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popely v planarrive family refused to register future shareholders, court - any reasonable board make similar decision
no reasons required
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smith v fawcett operate in interests of company - can only challennge if showing mala fides or not acting in best interests of the company
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Re hafner directors not obliged to give reasons for refusal, but can infer from refusal that reason not bona fide
popely v planarrive directors if motivated by persona feelings, can't be avoided, doesn't automatically inalidate the refusal - don't have to resign and let other direcotrs make decision = right to not give someone control of company (was a fraudster)
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dublin north city bought 25 shares intiailly, registered, bought 30 after - secretary said wouldn't register these - refusal couldn't be questioned unless evidence didn't act bona fide - doesn't matter if transferee already a shareholder no entitlement to have transfer registered
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