Aviva PLC v Litani LLC

Aviva PLC v Litani LLC

Litani LLC's request for Aviva Plc's register of members is not shown to be for an improper purpose under section 117 of the Companies Act 2006. The purpose is commercial but not exploitative, oppressive, or valueless; the offer is lawful, clear, and subject to regulatory approval; and the existence of better alternatives does not render the purpose improper. The application by Aviva Plc is therefore dismissed.

Parties
Claimant: Aviva Plc; Defendant: Litani LLC
Jurisdiction
England and Wales
Judgment Date
12 January 2025
Procedural Posture
Part 8 Claim (companies Act 2006, S.117) / Final Judgment After Hearing of Application
Outcome
Application dismissed
Legal Topics
Register of Members, Proper Purpose Test, Disclosure of Personal Data, Mini Tender Offers, Shareholder Rights

Case Brief

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Parties

Aviva Plc

Claimant

Litani LLC

Defendant

Procedural Posture

Part 8 Claim (companies Act 2006, S.117) / Final Judgment After Hearing of Application

  1. 1 Whether Litani LLC's request for Aviva Plc's register of members is sought for a proper purpose under section 117 of the Companies Act 2006
  2. 2 Whether Aviva Plc should be directed not to comply with the request

Ratio Decidendi

Litani LLC's request for Aviva Plc's register of members is not shown to be for an improper purpose under section 117 of the Companies Act 2006. The purpose is commercial but not exploitative, oppressive, or valueless; the offer is lawful, clear, and subject to regulatory approval; and the existence of better alternatives does not render the purpose improper. The application by Aviva Plc is therefore dismissed.

Court Disposition

Application dismissed

Orders

  • Aviva Plc's application for a direction not to comply with Litani LLC's request is dismissed.