Glengary Overseas Limited & Eclairs Group Limited v JKX Oil & Gas Pl

[2015] UKSC 71 UKSC 2014/0175 Glengary Overseas Limited (Appellant) v JKX Oil & Gas Plc (Respondent) UKSC 2014/0179 Eclairs Group Limited (Appellant) v JKX Oil & Gas Plc (Respondent) On appeal from the Court of Appeal (Civil Division) (England and Wales) This appeal concerned an alleged “corporate raid” – an attempt to exploit a minority shareholding in a company to obtain effective management or voting control without paying what other shareholders would regard as a proper price. The issue in the appeal is for what purpose the power in Article 42 of JKX Oil & Gas plc’s articles of association – the ability to subject members holding specified shares to restrictions – is conferred on the Board, and whether the Board acted outside the purpose for which the power was conferred. The Supreme Court allows the appeal by Eclairs and Glengary holding that the proper purpose rule applies to the exercise of the power under article 42, and that the directors of JKX acted for an improper purpose.