ABSTRACT

Re Smith & Fawcett Ltd (1942) Smith and Fawcett were the directors and sole shareholders of the company. Fawcett died and Smith and a newly appointed second director refused to register Fawcett’s shares in the name of his executor unless he was willing to sell half of them to Smith. The articles of the company stated: ‘The directors may at any time and in their absolute and uncontrolled discretion refuse to register any transfer of shares.’ The applicant claimed to be registered as the holder of the shares.