- Restaurant business serves up wrong set of articles (Gunewardena v Conran Holdings Ltd)
- Original news
- What was the background to the case?
- What were the key issues in the case?
- Was CGL a subsidiary immediately before the transfer by CHL of its shares in 2013?
- What were the articles after the March 1998 EGM—the effect of filing?
- Adoption by acquiescence
- Had the company followed the correct procedure?
- Application to Companies Act 2006
Corporate analysis: 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.
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