re smith & forsset ltd ; articles of a company allow directors in any time allow absolute discretion to refuse to register any transfer of shares
Smith & foresset were sole directors of company ( eaching holding 50 % ) forsset died; smith appoints a replacement director and then refuses to register the transfer of forsset’s shares
Courts refuse to interviene; Lord Green describe the applicable principles as “free from doubt”..they ( the diretors) must exercise their discression bona fide in what they consider ( nto what a court may consider) not in the best interest of the company
What was best for the company was not fully resolved by common law thus statute had to answer this section 99 (2) TT pg 237
Statute clearly envisages that not only the shareholders must be taken into account but the rights of the company’s employees
