*Eclairs Group Ltd and another v JKX Oil and Gas plc and others

Company – Take-over bid. The claimant companies had been beneficial shareholders in the defendant company. The directors of the defendant imposed restrictions on the claimants under Pt 22 of the Companies Act 2006 and pursuant to its articles of association. The claimants commenced derivative actions challenging those restrictions. The defendant's submission that the claimants had not had standing to bring the claims was dismissed by the Chancery Division. The claimants succeeded in part. The defendant and one of the claimants appealed. The Court of Appeal, Civil Division, allowed the defendant's appeal, holding that the defendant's power to impose the restrictions had not been used for an improper purpose. The claimant's submission that the judge had erred in finding that the disclosure notices issued under s 793 of the Act had been valid was dismissed, as was its submission that the judge had erred in finding that the defendant had had reasonable cause to believe that the claimant's disclosure had been false or materially incorrect.

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