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On appeal from: [2014] EWCA Civ 640.

The “proper purpose” rule in the Companies Act 2006, s 171(b) – a director must “only exercise powers for the purposes for which they are conferred” applied to the provision in the respondent company’s articles (article 42, empowering the board to impose such restrictions where a statutory disclosure notice had not been complied with). The article 42 power could be exercised only to provide an incentive to remedy the default or a sanction for failing to do so. The board had reasonable cause to believe that there was an agreement or arrangement between the addressees. But the board’s purpose was to influence the fate of the resolutions at the AGM.

For judgment, please download: [2015] UKSC 71
For Court’s press summary, please download: Court’s Press Summary
For a non-PDF version of the judgment, please visit: BAILII

To watch the hearing, please visit: Supreme Court website (18 May 2015 morning session), Supreme Court website (18 May 2015 afternoon session), Supreme Court website (19 May 2015 morning session)