Burberry hounds Fox-Davies out of court after inspection of register dispute

In this case, the Court of Appeal upheld the earlier High Court decision that a request under section 116 of the Companies Act 2006 (CA 2006) by a tracing agent to inspect a copy of a company’s register of members was invalid. This was because it was decided that the request did not contain all the information required by the statute and was made for an improper purpose.

Facts of the case

Mr Fox Davies – the appellant- carries on the business of tracing lost members of companies and reuniting them with their shares for a fee or commission. This may occur when a shareholder does not notify the company of changes of address, which results in companies that are unable to contact their shareholders.

Burberry plc – the respondent- is a well-known public company with a significant number of registered members, resulting also in several ‘lost members’. Burberry appointed a search company, ProSearch Assets Solutions Limited (ProSearch) in 2013 to trace and contact lost members. This allowed members to reclaim their shareholdings either directly from the company or through ProSearch.

The appellant decided to trace missing members of Burberry. Therefore, he submitted a request under CA 2006, s 116 to Burberry for a full copy of its register of members. Burberry responded highlighting that the request did not comply with the requirements of s 116. The appellant then submitted a further request on similar terms, with a fee enclosed. On 2 May 2013, Burberry refused the request again. On 9 May 2013, Bu