Restaurant business serves up wrong set of articles (Gunewardena v Conran Holdings Ltd)

Restaurant business serves up wrong set of articles (Gunewardena v Conran Holdings Ltd)

In this case the High Court considered the operation of ‘leaver provisions’ in a company’s articles of association. The case raises some interesting issues regarding how definitions of 'subsidiary', 'holding company' and 'group' can be construed in a company's articles. The case also considers which articles of association are binding on the company and its shareholders where an incorrect version of the articles is filed with the Registrar of Companies.

Original news

Gunewardena v Conran Holdings Ltd [2016] EWHC 2983 (Ch)

Sir Terence Conran has won a High Court battle against his right-hand man who helped him create his restaurant empire.

In this case the High Court considered the operation of ‘leaver provisions’ in a company’s articles of association. The case raises some interesting issues regarding how definitions of 'subsidiary', 'holding company' and 'group' can be construed in a company's articles. The case also considers which articles of association are binding on the company and its shareholders where an incorrect version of the articles is filed with the Registrar of Companies.

What was the background to the case?

Conran Holdings Limited (CHL) was the holding company for various businesses of Sir Terence Conran. When CHL was formed in 1993, the claimant, Mr Gunewardena (who was then engaged as finance director in Sir Terence's businesses) acquired a holding of shares in the company.

In August 1993 the company adopted new pexels-photo-29346articles of association (1993 Articles), which contained compulsory transfer provisions upon an employee shareholder ceasing to be employed by the CHL group. The price payable for the shares was an amount certified by CHL's auditors as being a fair selling value as between a willing vendor and a willing purchaser.

In October 1995 the Articles were amended to provide, amongst other things, guidance on how the auditors of the

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