Fox-Davies v Burberry Plc

Fox-Davies v Burberry Plc

The appellant's request was invalid for failure to comply with section 116(4)(d) by not identifying all third-party recipients of the information. Even if the request had been valid, the purpose—extracting a commission from lost shareholders without disclosing the asset until after agreement—was not a proper purpose, particularly in the absence of disclosure of the commercial terms to the court, and given the existence of an approved tracing agent offering more transparent terms.

Parties
Appellant: Richard Charles Fox-Davies; Respondent: Burberry PLC
Jurisdiction
England and Wales
Judgment Date
26 July 2017
Procedural Posture
Civil Appeal / Appeal From Companies Court (registrar Briggs) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Register of Members, Inspection Rights, Proper Purpose Test, Disclosure of Shareholder Information, Commercial Asset Tracing
Company Law Register of Members Inspection Rights Proper Purpose Test Disclosure of Shareholder Information Commercial Asset Tracing

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 2 Party arguments 2
Sign in to unlock

Parties

Richard Charles Fox-Davies

Appellant

Burberry PLC

Respondent

Procedural Posture

Civil Appeal / Appeal From Companies Court (registrar Briggs) to Court of Appeal

Legal Issues

  1. 1 Whether the appellant's request for a copy of the register of members complied with section 116(4) of the Companies Act 2006
  2. 2 Whether the appellant's purpose in requesting the register was a 'proper purpose' under section 117 of the Companies Act 2006

Ratio Decidendi

The appellant's request was invalid for failure to comply with section 116(4)(d) by not identifying all third-party recipients of the information. Even if the request had been valid, the purpose—extracting a commission from lost shareholders without disclosing the asset until after agreement—was not a proper purpose, particularly in the absence of disclosure of the commercial terms to the court, and given the existence of an approved tracing agent offering more transparent terms.

Court Disposition

Appeal dismissed

Orders

  • Registrar's order directing Burberry PLC not to comply with the appellant's request for the register of members is upheld.