Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/3.2.4.5:3.2.4.5 Fraudulent companies

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/3.2.4.5

3.2.4.5 Fraudulent companies

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

These cases concern the initiation of companies for carrying out fraudulous purposes. A well-known yet antique example is Re Thomas Edward Brinsmead & Sons.

In this case, a company was formed for the purpose of making and selling pianos onder the name Brinsmead, the name of an old well-known pianomaking firm. However, there was no connection between this company and the old reputable firm. Shares in the company were offered to the public. The value of the company's assets as stated in the prospectus was much higher than their actual value. A huge sum of money was collected on the shares. Subsequently, the company received an injunction to stop using the name Brindsmead. Smith LJ considered it to be proven that the company was initiated for carrying out a fraud. He held that the company was dishonestly keeping the shareholders' money away from the shareholders. An order was granted for the just and equitable winding-up of the company.1

Deze functie is alleen te gebruiken als je bent ingelogd.