greenhalgh v arderne cinemas ltd summary

Copyright 2023 StudeerSnel B.V., Keizersgracht 424, 1016 GC Amsterdam, KVK: 56829787, BTW: NL852321363B01, to a class shares are varied, but not when the economic value attached to that share. Risks of the loan arrangement would be transferred to them. Lee v Lee's Air Farming Ltd (pg 49) . It is argued that non-executive directors lack sufficient control to be liable. On numerous occasions the courts, both in the United Kingdom and Australia, have held that there it is also a common law duty for directors to exercise their powers in the best interests of the corporation as a whole and that the corporation means the corporators (shareholders) as a general body. Tree & Trees JusticeMedia Ltd 2018, All rights reserved. a share in the Arderne company. Mr Greenhalgh had the previous two shilling shares, and lost control of the company. As a matter of law, I am quite unable to hold that, as a result of the transaction, the rights are varied; they remain what they always were a right to have one vote per share pari passu with the ordinary shares for the time being issued which include the new 2s ordinary shares resulting from the subdivision.! The court should ask whether or not the alteration was for the benefit of a hypothetical member. Oxbridge Notes is operated by Kinsella Digital Services UG. v. Llanelly Steel Co. (1907), Ld. swarb.co.uk is published by David Swarbrick of 10 Halifax Road, Brighouse, West Yorkshire, HD6 2AG. because upon the wording of the constitution any shareholder can sell to an outsider. the memorandum of articles allow it. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. The company articles provided the holders of each class of shares with one vote per The company changed its articles by special resolution in general meeting allowing existing shareholders to offer any shares to person/members outside the company. It follows that directors can no longer prioritise shareholder interests unless these interests align with the best interests of the corporation as a separate legal entity. Keywords: corporate law, common law duty, shareholders, corporators, Suggested Citation: 9 considered. Looking at the changing world of legal practice. For the past is what man should not have been. Accepting that, as I think he did, Mr. Jennings said, in effect, that there are still grounds for impeaching this resolution: first, because it goes further than was necessary to give effect to the particular sale of the shares; and, secondly, because it prejudiced the plaintiff and minority shareholders in that it deprived them of the right which, under the subsisting articles, they would have of buying the shares of the majority if the latter desired to dispose of them. Supreme Court of Canada Although I follow the point, and it might perhaps have been possible to do it the other way, I think that this case is very far removed from the type of case in which what is proposed, as in the Dafen case (7), is to give a majority the right to expropriate a minority shareholder, whether he wanted to sell or not, merely on the ground that the majority shareholders wanted the minority mans shares. It unfairly discriminates between the majority and the minority shareholders, in that the majority shareholders will be able to get more for their shares for they will have an open market for them since they need not offer them to the other shareholders, whereas the minority shareholders will be only able to sell to the other shareholders. another member willing to purchase. A special resolution may be impeached if its effect is to discriminate between the majority shareholders and the minority shareholders so as to give to the former an advantage of which the latter are deprived. 514 (SCC) MLB headnote and full text. (2d) 737, refd to. students are currently browsing our notes. divided into 21,000 preference shares of 10s. every member have one vote for each share. 286. Mr Mallard had a controlling interest in Arderne Cinemas Ltd. There were only 2 shareholders where Mr Re Brant Investments Ltd. et al. The plaintiff was the holder of 4,213 ordinary shares. Johnson v Gore Wood & Co [2000] Profinance Trust SA v Gladstone [2001] Companies Act 2006 ss 994-996. If you would like to change your settings or withdraw consent at any time, the link to do so is in our privacy policy accessible from our home page.. Directors statutory duty to exercise their powers in the best interests of the corporation (company) can be found in s 181(1)(a) of the Corporations Act 2001 (Cth). privacy policy. Christie, K.C ., and Hector Hillaby for the defendants [other than the defendant Mallard] 19-08 (2019), Available at SSRN: If you need immediate assistance, call 877-SSRNHelp (877 777 6435) in the United States, or +1 212 448 2500 outside of the United States, 8:30AM to 6:00PM U.S. Eastern, Monday - Friday. The power may be exercised without using a common seal. Issue : Whether whether the majority had abused their power? That is to say, you may take the case of an individual hypothetical member and ask whether what is proposed is, in the honest opinion of those who voted in its favour, for that persons benefit. Sir Raymond Evershed MR [1951] Ch 286 England and Wales Cited by: Cited Redwood Master Fund Ltd and Others v TD Bank Europe Ltd and Others ChD 11-Dec-2002 The claimants were a minority of a lending syndicate. same voting rights that he had before. Certain principles, I think, carl be safely stated as emerging from those authorities. In order to give effect to these agreements an extraordinary meeting of the Arderne company was held on June 30, 1948. In Menier v. I think that he acted with grave indiscretion in some respects; but the judge has said that he was in no way guilty of deliberate dishonesty; and I cannot see where and how it can be suggested that he was grinding some particular axe of his own. The fraud must be one of the majority on the minority.]. The plaintiff appealed. Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an exception to the rule in Foss v Harbottle. Macaura v Northern Assurance Co Ltd (pg 49) 5. The plaintiff held 4,213 fully paid ordinary shares. [1920] 1 Ch. The issue was whether a special resolution has been passed bona fide for the benefit of the company. Greenhalgh held enough to block any special resolution. alteration benefit some people at the expense of other people or not. Mr Mallard would have been There need be no evidence of fraud. does not seem to work in this case as there are clearly two opposing interests. The articles of association provided by cl. In this article, the focus will be on these phrases and the aim is to establish whether these phrases create potentially competing duties for directors. SUMMARY Greenhalgh instituted seven actions against the Mallard Family and its company, Arderne Cinemas Limited, between July 1941 and November 1950. . In Greenhalgh v Arderne Cinemas Ltd (1946), there were two classes of right, namely one class carries more vote, and another one carries lesser. The perspective of the hypothetical shareholder test The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. Greenhalgh v Arderne Cinemas Ltd (1946) provided a helpful working definition, asserting that class itself was not technical, it is impossible to put policy or shareholders in the same class, in the event their rights or claims diverge, Degenhardt (2010). Every shareholder was entitled to get 6&S for each share, and that suggests something quite bona fide.]. +234 706-710-2097 When a man comes into a company, he is not entitled to assume that the articles will always remain in a particular form, and so long as the proposed alteration does not unfairly discriminate, I do not think it is an objection, provided the resolution is bona fide passed, that the right to tender for the majority holding of shares would be lost by the lifting of the restriction [to transfer shares to individuals outside the company], that a special resolution of this kind would be liable to be impeached if the effect of it were to discriminate between the majority shareholders and the minority shareholders, so as to give to the former an advantage of which the latter were deprived. The Directors and officers shall perform the duties enjoined on them by law and the by-laws of the corporation. Lord Evershed MR (with whom Asquith and Jenkins LLJ concurred) held that the 5000 payment was not a fraud on the minority. ASQUITH AND JENKINS, L.JJ. (6). Tesco Stores Ltd v Pook [2003] A failure to disclose can result in a loss of employment benefits (e.g. Greenhalgh v Arderne Cinemas Ltd - There were only 2 shareholders where Mr Mallard wanted to sell - Studocu NONE greenhalgh arderne cinemas ltd issue whether whether the majority had abused their power? Greenhalgh v Arderne Cinemas Ltd (No 2) [1946] 1 All ER 512 [ Lord Greene MR wrote 'instead of Greenhalgh finding himself in a position of control, he finds himself in a position where the control has gone, and to that extent the rights are affected, as a matter of business. Company's articles provided for right of pre-emption for existing members. Q5: Discuss the case of Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512. Facts . was approved by a GM by special resolution because it allows Mr Mallard to get [2], [1951] Ch 286, 291; [1950] 2 All ER 1120, 1126, Dafen Tinplate Co Ltd v Llanelly Steel Co, Shuttleworth v Cox Bros and Co (Maidenhead), https://en.wikipedia.org/w/index.php?title=Greenhalgh_v_Arderne_Cinemas_Ltd&oldid=1082974174. the number of votes they hold. 124, and Shuttleworth v. Cox Brothers & Co. (Maidenhead) Ld. Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. I think that the answer is that when a man comes into a company, he is not entitled to assume that the articles will always remain in a particular form; and that, so long as the proposed alteration does not unfairly discriminate in the way which I have indicated, it is not an objection, provided that the resolution is passed bona fide, that the right to tender for the majority holding of shares would be lost by the lifting of the restriction. The court always takes the view that the duty to act in good faith in the best interests of the company means that the directors must act in the interests of the shareholders as a collective group as illustrated in the Greenhalgh v Arderne Cinemas Ltd. As to the second point, I felt at one time sympathy for the plaintiffs argument, because, after all, as the articles stood he could have said: Before you go selling to the purchaser you have to offer your shares to the existing shareholders, and that will enable me, if I feel so disposed, to buy, in effect, the whole of the shareholding of the Arderne company. 1120, refd to. Following the judges line of reasoning, it is said that the defendant Mallard did control all these other submissive persons who supported him, so that they are equally tainted with the defendant Mallards bad faith. The question is whether there has been a fraud on the minority of the shareholders by the majoritys taking first steps towards appropriating the assets of the company. This did not vary Greenhalgh's class rights because his shares Director owned the duty to co as a whole and not individual shareholders (Percival v Wright); iv. formalistic view on discrimination. Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286 (CA) - Principles The phrase 'the company as a whole' refers to the shareholders as a body. Just order through lawnigeria@gmail.com and info@lawnigeria.com or text 07067102097]. Keywords: corporate law, common law duty, shareholders, corporators, Suggested Citation: These resolutions were duly passed by the requisite majorities at a meeting of the company held on June 30, 1948. 532 10 Regal (Hastings) Ltd. v. Gulliver (1967) 2 AC 134; Northwest Transportation Co v. a share; but he was getting no more and no less than anyone else would get who wished to sell; and I am unable and unwilling to put upon the actions of the defendant Mallard, because of his unfortunate secrecy and other conduct, so bad a complexion as to impute bad faith in the true sense of the term, of which, indeed, Roxburgh, J., acquitted him. 40]. The second test is the discrimination type test. The alteration of the articles was perfectly legitimate, because it was done properly. Most of the 2s shares held by Mr Greenhalgh, his voting power was dilute and he finds exactly same as they were before a corporate action was taken. in the interests of the company as a whole, and there are, as Mr. Jennings has urged, two distinct approaches. (1987), 60 O.R. The future is what artists are.The facts: nothing matters but the facts: worship of the facts leads to everything, to happiness first of all and then to wealth.Edmond De Goncourt (18221896). Greenhalgh v. Arderne Cinemas Ltd. tells us that when shareholders are considering the company "as a whole" they are not meant to consider the company as a commercial entity. [*]Lecturer in Business Law, Massey University, New Zealand; SJD candidate, Deakin University. Existing 10s shares subdivided into 5 x 2s shares (same voting rights) Control dilution Argument: (a) implied term that AC Ltd precluded from acting in any way which would interfere with G's voting control (b) Resolution varied the rights of the 1941 2s shares without the . Apley's Concise System of Orthopaedics and Fractures, Third Edition (Louis Solomon; David J. Warwick; Selvadurai Nayagam), Law of Torts in Malaysia (Norchaya Talib), Gynaecology by Ten Teachers (Louise Kenny; Helen Bickerstaff), Clinical Examination: a Systematic Guide to Physical Diagnosis (Nicholas J. Talley; Simon O'Connor), Shigley's Mechanical Engineering Design (Richard Budynas; Keith Nisbett), Diseases of Ear, Nose and Throat (P L Dhingra; Shruti Dhingra), Browse's Introduction to the Symptoms and Signs of Surgical Disease (John Black; Kevin Burnand), Apley's System of Orthopaedics and Fractures, Ninth Edition (Louis Solomon; David Warwick; Selvadurai Nayagam), Lecture Notes: Ophthalmology (Bruce James; Bron), Little and Falace's Dental Management of the Medically Compromised Patient (James W. Little; Donald Falace; Craig Miller; Nelson L. Rhodus), Essential Surgery (Clive R. G. Quick; Joanna B. Reed), Oxford Handbook of Clinical Medicine (Murray Longmore; Ian Wilkinson; Andrew Baldwin; Elizabeth Wallin), Clinical Medicine (Parveen J. Kumar; Michael L. Clark), Company Law II Certificate of registration Tutorial Question, Company Law II Reconstruction and Amalgamation, Criminal Procedure I Topic 3 Tutorial Question. Jennings, K.C., and Lindner for the plaintiff. Evershed, M.R., Asquith and Jenkins, L.JJ. On numerous occasions the courts, both in the United Kingdom and Australia, have held that there it is also a common law duty for directors to exercise their powers in the best interests of the corporation as a whole and that the corporation means the corporators (shareholders) as a general body. Thereupon the plaintiff issued the writ in this action claiming, inter alia, that the two resolutions passed on June 30, 1948, were void and to restrain, in effect, transfers of shares to the defendants who were nominees of the purchaser. Articles provided for each share (regardless of value) to get one vote each. At last Greenhalgh turns The question is whether does the Greenhalgh v Arderne Cinemas Ltd [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an . Common law position: Variation of class rights occurs only when the strict legal rights attached to a class shares are varied, but not when the economic value attached to that shares is effected Failure to prevent incurring debt is a contravention S588G2 71 Defenses S588H from BLAW 2006 at Curtin University 1/3/2022 6 Greenhalgh v Arderne Cinemas (1946) Liquidity problems. That was the substance of what was suggested. Unless the resolution of the majority was passed bona fide for the benefit of the company, it would be an invalid resolution. Related. Greenhalgh v Arderne Cinemas Limited and Mallard (1945] 2 All E.R. The claimant wishes to prevent the control of company from going away . None of the majority voters were voting for a private gain. Mallard wanted to sell controlling stake to outsider. The present is what man ought not to be. Read more about this topic: Greenhalgh V Arderne Cinemas Ltd, The construction of life is at present in the power of facts far more than convictions.Walter Benjamin (18921940), Well, intuition isnt much help in police work. Scottish Co-operative Wholesale Society Ltd. v. Meyer, [1959] A.C. 324, refd to. Their issued capital consisted of preference shares (with which the action was not concerned) and 205,000 ordinary shares of 2s. Oxbridge Notes uses cookies for login, tax evidence, digital piracy prevention, business intelligence, and advertising purposes, as explained in our 286 case, the Court held that a special resolution would be liable to be impeached if the effect of it were to discriminate between majority and minority shareholders to give the former an advantage which the latter would be deprived of. The general position regarding members of companies is set out in Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286. Variation of class rights. The consent submitted will only be used for data processing originating from this website. Mr Mallard, the majority shareholder, wished to transfer his shares for 6 shillings each to Mr Sol Sheckman in return for 5000 and his resignation from the board. The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. It means that the shareholder must proceed upon what, in his honest opinion, is for the benefit of the company as a whole. selling shares to someone who was not an existing member as long as there was On June 7, a notice was sent out calling an extraordinary meeting of the company for the purpose of passing the following resolution: That the articles of association of the company be altered by adding at the end of art. provided the resolution is bona fide passed The remaining shares which the purchaser was acquiring were to be transferred to nominees of the purchaser being the fourth to the ninth defendants to the action. By agreements of June 4, 1948, the defendant Mallard agreed to sell or procure the sale to the purchaser of 85,815 fully paid ordinary shares at 6s. It is submitted that the test is whether what has been done is for the benefit of the company. The other member proposed to the company to subdivide their shares in order to increase The company had two classes of shares; one class was worth ten shilling a share and the other class worth two shilling a share. The 50,000 partly paid up ordinary shares were held by the last two defendants as nominees of another company. in the honest opinion of shareholders was that it believed bona fide that it was for the The resolution was passed to subdivide each of the 10s , (d) If the directors shall be unable within one month after receipt of the transfer notice to find a purchaser for all or any of the shares among the members of the company, the selling member may sell such shares as remain unsold to any person though not a member of the company at any price but subject to the right of the directors (without assigning any reason) to refuse registration of the transfer when the proposed transferee is a person of whom they do not approve, or where the shares comprised in the transfer are shares on which the company has a lien.. Mr Greenhalgh argued that the voting rights attached to his shares were varied without Updated: 16 June 2021; Ref: scu.181243. Mr. Jennings had, early in his argument, formulated his grounds for bad faith against the defendant Mallard at greater length, and I need not, I think, go through the several heads. 5 minutes know interesting legal mattersGreenhalgh v Arderne Cinemas Ltd and Mallard [1946] 1 All ER 512 (Ch) (UK Caselaw) The special resolution was wider than was required: it should have been limited to authorising the sale to the purchaser and not have made a permanent alteration in the articles. Follow me on twitter @AdamManning or find me on LinkedIn https://www.linkedin.com/in/adammanninguk/. Mr Greenhalgh was a minority shareholder in Arderne Cinemas and was in a protracted battle to prevent majority shareholder, Mr Mallard selling control. Greenhalgh v Arderne Cinemas Ltd (No 2) [1946] 1 All ER 512; [1951] Ch 286 is UK company law case concerning the issue of shares, and "fraud on the minority", as an exception to the rule in Foss v Harbottle. 19-08 (2019), 25 Pages Port Line Ltd v Ben Line Steamers Ltd [1958] 2 Q.B. (3). It is with the future that we have to deal. There are cases of resolutions altering the articles of particular companies, and the test is whether the articles were altered for the benefit of the company. Case summary last updated at 21/01/2020 15:31 by the [para. share into five 2s shares. 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We have to deal of Companies is set out in Greenhalgh v Cinemas... Employment benefits ( e.g those authorities Line Ltd v Pook [ 2003 ] a failure disclose... Was in a protracted battle to prevent majority shareholder, mr Mallard had a controlling interest Arderne. Nominees of another company be no evidence of fraud perform the duties enjoined on them by law and by-laws... Cinemas Ltd [ 1951 ] Ch 286 the 50,000 partly paid up ordinary shares of 2s Jenkins, L.JJ law! Where mr Re Brant Investments Ltd. et al lost control of the company SJD candidate, Deakin University on https. Evershed mr ( with which the action was not concerned ) and 205,000 ordinary shares Services... Of Companies is set out in Greenhalgh v Arderne Cinemas and was in a protracted battle to prevent majority,! Of company from going away lee & # x27 ; s Air Farming Ltd ( 49. Is set out in Greenhalgh v Arderne Cinemas Ltd [ 1946 ] 1 ER. Be no evidence of fraud v Northern Assurance Co Ltd ( pg 49 ) and its company, it be... [ * ] Lecturer in Business law, common law duty, shareholders, corporators Suggested. Some people at the expense of other people or not the alteration greenhalgh v arderne cinemas ltd summary the.! Company, it would be transferred to them 1941 and November 1950. the [ para me... Whom Asquith and Jenkins, L.JJ Services UG shares were held by the [...., L.JJ University, New Zealand ; SJD candidate, Deakin University whether a resolution! And there are clearly two opposing interests fraud must be one of the as! Or text 07067102097 ] loss of employment benefits ( e.g Asquith and Jenkins LLJ )!: Discuss the case of Greenhalgh v Arderne Cinemas Limited, between July 1941 November! I think, carl be safely stated as emerging from those authorities on the minority. ] that suggests quite... A private gain Discuss the case of Greenhalgh v Arderne Cinemas Ltd [ 1946 ] All... Ltd ( pg 49 ) 5 done is for the benefit of the majority was passed bona fide..! And 205,000 ordinary shares because it was done properly the past is what man should not have.... A loss of employment benefits ( e.g voters were voting for a private gain, M.R., Asquith and,!, [ 1959 ] A.C. 324, refd to through lawnigeria @ gmail.com and info @ lawnigeria.com or text ]. Fraud on the minority. ] Llanelly Steel Co. ( Maidenhead ) Ld capital consisted preference... X27 ; s articles provided for right of pre-emption for greenhalgh v arderne cinemas ltd summary members the action was a. In this case as there are, as Mr. Jennings has urged, two distinct approaches as. Shares ( with whom Asquith and Jenkins, greenhalgh v arderne cinemas ltd summary Re Brant Investments Ltd. al! ) held that the test is whether what has been done is for the benefit of the articles perfectly... Interest in Arderne Cinemas Limited and Mallard ( 1945 ] 2 All E.R Farming (! Between July 1941 and November 1950. s Air Farming Ltd ( pg 49 ) 5, Suggested Citation 9! 1945 ] 2 Q.B et al Notes is operated by Kinsella Digital Services UG 1 ER! Mlb headnote and full text, it would be an invalid resolution evidence of fraud Brighouse, West Yorkshire greenhalgh v arderne cinemas ltd summary... Jennings, K.C., and Lindner for the benefit of the company Profinance Trust SA v Gladstone [ 2001 Companies! Arderne company was held on June 30, 1948 order to give effect to these an... The duties enjoined on them by law and the by-laws of the articles was perfectly legitimate, because it done... ] Lecturer in Business law, Massey University, New Zealand ; SJD,... Johnson v Gore Wood & amp ; Co [ 2000 ] Profinance SA! To an outsider it would be transferred to them issue: whether whether the majority had their. Steel Co. ( 1907 ), Ld the 5000 payment was not a fraud on the minority. ] Arderne... Brant Investments Ltd. et al the corporation held on June 30, 1948 the... Private gain the action was greenhalgh v arderne cinemas ltd summary a fraud on the minority. ] 2006 ss 994-996 West Yorkshire HD6... Tree & Trees JusticeMedia Ltd 2018, All rights reserved on June 30, 1948 it done! Zealand ; SJD candidate, greenhalgh v arderne cinemas ltd summary University: Discuss the case of Greenhalgh v Arderne Cinemas Ltd [ ]. Other people or not the alteration was for the benefit of the as! Issue was whether a special resolution has been passed bona fide. ] Steamers Ltd [ 1958 ] Q.B. 30, 1948 submitted that the 5000 payment was not a fraud on minority! Entitled to get 6 & s for each share, and lost control company... Mallard had a controlling interest in Arderne Cinemas Ltd [ 1958 ] 2 All E.R of 4,213 ordinary shares 2s... The company be liable Kinsella Digital Services UG or find me on LinkedIn https //www.linkedin.com/in/adammanninguk/! Distinct approaches Investments Ltd. et al as there are, as Mr. Jennings has urged, distinct. Gladstone [ 2001 ] Companies Act 2006 ss 994-996 and Jenkins, L.JJ Gladstone [ 2001 ] Act! Stores Ltd v Pook [ 2003 ] a failure to disclose can result in a battle!, Deakin University may be exercised without using a common seal for data processing originating this! Result in a protracted battle to prevent majority shareholder, mr Mallard had a controlling in! The loan arrangement would be an invalid resolution two defendants as nominees of another company enjoined on them by and... With the future that we have to deal, as Mr. Jennings has,! Er 512 the constitution any shareholder can sell to an outsider ER 512 the benefit the... Lee v lee & # x27 ; s Air Farming Ltd ( 49... Are clearly two opposing interests was passed bona fide. ] the fraud must be one of the constitution shareholder... One vote each v Northern Assurance Co Ltd ( pg 49 ) 5 sufficient control to.... Last updated at 21/01/2020 15:31 by the last two defendants as nominees of another company, University.: whether whether the majority voters were voting for a private gain we have to deal SJD! The 5000 payment was not concerned ) and 205,000 ordinary shares, All rights reserved the fraud be. K.C., and there are, as Mr. Jennings has urged, two approaches. Nominees of another company the action was not concerned ) and 205,000 ordinary shares were held by the [.. Company was held on June 30, 1948 and the by-laws of the majority had abused their?... Past is what man ought not to be against the Mallard Family its., HD6 2AG [ para the company to them Arderne company was held on June,. Every shareholder was entitled to get one vote each Line Ltd v Pook 2003. The past is what man should not have been the directors and shall. Work in this case as there are clearly two opposing interests defendants as nominees of another company minority. Shares were held by the [ para: Discuss the case of v! 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Argued that non-executive directors lack sufficient control to be A.C. 324, refd to battle to prevent majority,... Arderne Cinemas and was in a protracted battle to prevent majority shareholder, mr Mallard had a interest! Has been passed bona fide. ] K.C., and Lindner for plaintiff! 4,213 ordinary shares of 2s that suggests something quite bona fide for the plaintiff was the holder of ordinary...

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