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Page 96

CHAPTER 10
SHARES

Frequently the articles empower the directors to refuse to register transfers in certain events. Table A, Art. 24, says:

" The directors may decline to register the transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share on which the company has a lien."

An article providing that on the bankruptcy of a member he shall sell his shares to particular persons at a particular price, which is fixed for all persons alike and is not shown to be an unfair price, is valid. (5)
Private companies frequently have articles to the effect that no shares shall be transferred except to a member of the company, so long as a member can be found to purchase them at a fair value to be determined in accordance with the articles. Such provisions do not entitle the company to refuse to register a transfer of shares from one member to another member of the company. (6)
Sometimes the articles provide that before selling his shares, a member must inform the directors of the number of shares to be sold, their price and the name of the proposed transferee, and before the transfer can take place the shares must be offered to the existing members who have the right to buy at that price. In such a case, any member to whom the shares are offered must buy them all and not merely a part, otherwise the proposed transfer can be carried out.(7)
When directors have power to decline to register a transfer, either absolutely or on certain specified grounds, and they refuse registration without giving any reasons, their refusal cannot be questioned unless there is evidence that they have not acted in good faith. (8) Articles giving the directors an absolute and uncontrolled discretion to refuse to register a transfer empower them to refuse registration without giving reasons. (9) The duty of directors in such a case is to act in good faith in the interest of the company and with due regard to the shareholder's right to transfer his shares, and fairly to consider the question at a board meeting. l° If the directors give reasons for their refusal, the Court can decide whether they are sufficient to justify the refusal.

5 Borland's Trustee v. Steel Bros., [1901] 1 Ch. 279.
6 Delaveazne v. Broadhurst, [1931] 1 Ch. 234.
7 Ocean Coal Co. v. Powell Duffryn Coal Co., [1932] 1 Ch. 654.
8 Re Coalport China Co., [1895] 2 Ch. 404.
9 In re Smith and Fawcett, Ltd., [1942] Ch. 304.
10 Per Chitty, J., in Re Bell Bros. (1891), 65 L. T. 245.

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where is HTML where is HEAD where is TITLE Frequently what is articles empower what is directors to refuse to register transfers in certain events. Table A, Art. 24, says: " what is directors may decline to register what is transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register what is transfer of a share on which what is company has a lien." An article providing that on what is bankruptcy of a member he shall sell his shares to particular persons at a particular price, which is fixed for all persons alike and is not shown to be an unfair price, is valid. (5) Private companies frequently have articles to what is effect that no shares shall be transferred except to a member of what is company, so long as a member can be found to purchase them at a fair value to be determined in accordance with what is articles. Such provisions do not entitle what is company to refuse to register a transfer of shares from one member to another member of what is company. (6) Sometimes what is articles provide that before selling his shares, a member must inform what is directors of what is number of shares to be sold, their price and what is name of what is proposed transferee, and before what is transfer can take place what is shares must be offered to what is existing members who have what is right to buy at that price. In such a case, any member to whom what is shares are offered must buy them all and not merely a part, otherwise what is proposed transfer can be carried out.(7) When directors have power to decline to register a transfer, either absolutely or on certain specified grounds, and they refuse registration without giving any reasons, their refusal cannot be questioned unless there is evidence that they have not acted in good faith. (8) Articles giving what is directors an absolute and uncontrolled discretion to refuse to register a transfer empower them to refuse registration without giving reasons. (9) what is duty of directors in such a case is to act in good faith in what is interest of what is company and with due regard to what is shareholder's right to transfer his shares, and fairly to consider what is question at a board meeting. l° If what is directors give reasons for their refusal, what is Court can decide whether they are sufficient to justify what is refusal. 5 Borland's Trustee v. Steel Bros., [1901] 1 Ch. 279. 6 Delaveazne v. Broadhurst, [1931] 1 Ch. 234. 7 Ocean Coal Co. v. Powell Duffryn Coal Co., [1932] 1 Ch. 654. 8 Re Coalport China Co., [1895] 2 Ch. 404. 9 In re Smith and Fawcett, Ltd., [1942] Ch. 304. 10 Per Chitty, J., in Re Bell Bros. (1891), 65 L. T. 245. where is meta name="keywords" content="old books, Free book , free book offer , free audio books , free coloring book pages , free book reports , free audio book , audio books free download , book free , free guest book , books free , free book summaries , download free audio books , free childrens books." where is where are they now rel="stylesheet" type="text/css" href="../../style.css" where is meta http-equiv="Content-Type" content="text/html; charset=iso-8859-1" where is BODY bgColor=#ffffff text="#000000" where are they now ="#000000" v where are they now ="#FF0000" where is div align="center" where is strong where is strong where is a href="http://www.aaoldbooks.com" Books > where is a href="../default.asp" title="Book" Old Books > where is strong where is a href="default.asp" Poetry Northwest (1959) where is table width="700" border="1" align="center" cellpadding="15" cellspacing="0" where is center where is tr where is td width="160" align="center" valign="top" where is div align="center" where is td align="center" valign="top" where is div align="left" where is div align="center" where is p align="left" Page 96 where is strong CHAPTER 10 SHARES where is p align="justify" Frequently what is articles empower what is directors to refuse to register transfers in certain events. Table A, Art. 24, says: " what is directors may decline to register what is transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register what is transfer of a share on which what is company has a lien." An article providing that on what is bankruptcy of a member he shall sell his shares to particular persons at a particular price, which is fixed for all persons alike and is not shown to be an unfair price, is valid. (5) Private companies frequently have articles to what is effect that no shares shall be transferred except to a member of what is company, so long as a member can be found to purchase them at a fair value to be determined in accordance with what is articles. Such provisions do not entitle what is company to refuse to register a transfer of shares from one member to another member of what is company. (6) Sometimes what is articles provide that before selling his shares, a member must inform what is directors of what is number of shares to be sold, their price and what is name of what is proposed transferee, and before what is transfer can take place what is shares must be offered to what is existing members who have what is right to buy at that price. In such a case, any member to whom what is shares are offered must buy them all and not merely a part, otherwise what is proposed transfer can be carried out.(7) When directors have power to decline to register a transfer, either absolutely or on certain specified grounds, and they refuse registration without giving any reasons, their refusal cannot be questioned unless there is evidence that they have not acted in good faith. (8) Articles giving what is directors an absolute and uncontrolled discretion to refuse to register a transfer empower them to refuse registration without giving reasons. (9) what is duty of directors in such a case is to act in good faith in what is interest of what is company and with due regard to what is shareholder's right to transfer his shares, and fairly to consider what is question at a board meeting. l° If what is directors give reasons for their refusal, what is Court can decide whether they are sufficient to justify what is refusal. 5 Borland's Trustee v. Steel Bros., [1901] 1 Ch. 279. 6 Delaveazne v. Broadhurst, [1931] 1 Ch. 234. 7 Ocean Coal Co. v. Powell Duffryn Coal Co., [1932] 1 Ch. 654. 8 Re Coalport China Co., [1895] 2 Ch. 404. 9 In re Smith and Fawcett, Ltd., [1942] Ch. 304. 10 Per Chitty, J., in Re Bell Bros. (1891), 65 L. T. 245. where is Server.Execute("_SiteMap.asp") %

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