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Article summary

Restructuring & Insolvency analysis: In an unusual case on the facts, the Court of Appeal held that an unregistered transfer of shares was sufficient for the applicant to be treated as member of a company and, therefore, to be a contributory of the company for the purposes of the Insolvency Act 1986 (IA 1986). As a contributory, the applicant was entitled to apply to the court for certain relief in its liquidation. The applicant held 0.02% of the company’s share capital (although his name had not been entered into its register of members). None of the other shareholders supported his proposals. The court confirmed that the wishes of the majority should be taken into account in applications of this kind and, accordingly, the applicant’s interest would be ‘drowned’ by the majority. The court also considered whether, on the basis of his technical standing as a contributory, the applicant could seek relief which would trigger certain pre-emption and/or option rights contained...