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FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023
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EXHIBIT A
FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023
NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023
Index of Foreign Law Authorities
TAB AUTHORITY PAGES
1. Companies Act 2014 ss 194-210 1 – 12
2. Re Fry [1946] Ch 312 13 – 21
3. Colonial Bank v. Cady [1890] 15 App Cas 267 22 – 43
4. MacMillan v Bishopsgate Investment [1996] 1 WLR 387 44 – 82
5. Akers v Samba Financial Group [2017] AC 424 83 – 125
6. Dicey, Morris & Collins, Volume 2 (extract) 126 – 141
7. EU Regulation 1215/2012 142 – 173
8. Civil Jurisdiction & Judgements Act 1993 ss 25 & 26 & Schedule 10 174 – 180
9. De Beers Consolidated Mines v Howe [1906] AC 455 181 – 186
10. Swedish Central Ry v Thompson [1925] AC 495 187 – 212
11. Schmidt .v. Schmidt [2007] I.L. PR.6 213 – 242
12. Civil Procedure Rules (extract) Vol 1, CPR 6.36-6.37 pp 287-304 & PD 243 – 266
6B para 3.1 pp 326-329
13. Altimo Holdings and Investment Ltd v Kyrgyz Mobile Tel Ltd [2012] 1 267 – 304
WLR 1804
14. Canada Trust Company .v. Stolzenberg [1998] 1 WLR 547 305 – 334
15. Canada Trusts Company HL [2002] 1 AC 1 335 – 357
16. Bols Distilleries BV .v. Superior Yacht Services (trading as Bols Royal 358 – 372
Distilleries) [2007] 1 WLR 12
17. Banco Nacional de Cuba [2001] 1WLR 2039 373 – 393
18. Orexim Trading v Mahavir Port and Terminal [2018] 1 WLR 4847 394 – 411
19. Erste Group Bank AG .v. Red October [2015] EWCA Civ 379 412 – 470
20. Traxys Europe SA .v. Sodexmines Nigeria Limited [2020] EWHC 2195 471 – 480
21. Lungowe .v. Vedanta [2020] AC 1045 481 – 517
22. Cherney .v. Deripaska [2009] EWCA Civ 849 518 – 542
23. Nilon Limited v Royal Westminster Investments SA [2015] UKPC 2 543 – 568
24. Konamaneni [2002] 1 WLR 1269 569 – 603
25. Re Harrods Buenos Aires [ 1992] Ch 72 604 – 659
26. Abidin Daver [1984] 1 AC 398 660 – 688
27. Dicey, Morris & Collins, Volume 1 (extract) at 12-051 689 – 691
28. Koza Limited V Akcil [2020] 3 All ER 97 692 – 710
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(a) sections 240 and 255(1) shall be deemed to have no effect in respect of that
company for such time and in respect of such years as the resolution shall have
effect in accordance with this section; and
(b) the special resolution shall be subject to section 206 (copy to be forwarded to the
Registrar within 30 days).
(6) A special resolution dispensing with the holding of annual general meetings, shall have
effect for the year in which it is made and subsequent years, but shall not affect any liability
already incurred by reason of default in holding an annual general meeting.
(7) In any year in which an annual general meeting would be required to be held but for the
special resolution and in which no meeting has been held, any member of the company may,
by notice to the company not later than 3 months before the end of the year, require the holding
of an annual general meeting in that year.
(8) If a notice provided for in subsection (7) is given, the provisions of subsections (1) and
(4) shall apply with respect to the calling of the meeting and the consequences of default.
(9) Subject to subsection (10), if the effect of the special resolution ceases, the company shall
not be obliged under the provisions of this section to hold an annual general meeting in that
year if, when the special resolution ceases to have effect, less than 3 months of the year
remains.
(10) The terms of subsection (9) do not affect any obligation of the company to hold an
annual general meeting in that year in pursuance of a notice given under subsection (7).
Statutory meeting and statutory report.
194.(1) This section shall not apply to a private company.
(2) Every company limited by shares and every company limited by guarantee and having a
share capital, shall hold a general meeting of the members of the company, which shall be
called “the statutory meeting” and that statutory meeting shall be held within a period of not
less than 1 month nor more than 3 months from the date at which the company is entitled to
commence business.
(3) At least 7 days before the day on which the meeting is held, the directors shall forward a
report (in this Act referred to as “the statutory report”) to every member of the company.
(4) The statutory report shall be certified by not less than two directors of the company or,
where there are less than two directors, by the sole director and manager, and shall state–
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(a) the total number of shares allotted, distinguishing shares allotted as fully or partly
paid up otherwise than in cash, and stating in the case of shares partly paid up the
extent to which they are so paid up, and in either case the consideration for which
they have been allotted;
(b) the total amount of cash received by the company in respect of all the shares
allotted, distinguished as referred to in paragraph (a) of this subsection;
(c) an abstract of the receipts of the company and of the payments made, up to a date
within 7 days of the date of the report, exhibiting under distinctive headings the
receipts of the company from shares and debentures and other sources, the
payments made, and particulars concerning the balance remaining in hand, and an
account or estimate of the preliminary expenses of the company;
(d) the names, addresses and descriptions of the directors, auditors (if any), managers
(if any) and secretary of the company; and
(e) the particulars of any contract, the modification of which is to be submitted to the
meeting for its approval, together with the particulars of the modification or
proposed modification.
(5) The statutory report, so far as it relates to the shares allotted by the company, and to the
cash received in respect of such shares, and to the receipts and payments of the company on
capital account, shall be certified as correct by the auditors (if any) of the company.
(6) The directors shall deliver a copy of the statutory report, certified as required by this
section, to the Registrar for registration after sending it to the members of the company.
(7) The directors shall produce a list showing the names, descriptions and addresses of the
members of the company, and the number of shares held by them respectively, at the
commencement of the meeting, which shall remain open and accessible to any member of the
company during the continuance of the meeting.
(8) The members of the company present at the meeting shall be at liberty to discuss any
matter relating to the formation of the company, or arising out of the statutory report, whether
previous notice has been given or not, but no resolution of which notice has not been given in
accordance with the memorandum or articles may be passed.
(9) The meeting may adjourn from time to time, and at any adjourned meeting any resolution
of which notice has been given in accordance with the memorandum or articles, either before
or subsequently to the former meeting, may be passed, and the adjourned meeting shall have
the same powers as an original meeting.
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(10) In the event of any default in complying with the provisions of this section every director
of the company who is guilty of or who knowingly authorises or permits the default shall be
guilty of an offence and liable on summary conviction to a fine at level 2 on the standard scale.
Convening of extraordinary general meeting on requisition.
195.(1) Notwithstanding anything in the memorandum and articles of a company, the directors
of the company shall, on the requisition of members of the company holding at the date of the
deposit of the requisition–
(a) not less than one-tenth of such of the paid-up capital of the company as at the date
of the deposit carries the right of voting at general meetings of the company; or
(b) in the case of a company not having a share capital, members of the company
representing not less than one-tenth of the voting rights of all the members having
at that date a right to vote at general meetings of the company,
proceed to convene an extraordinary general meeting of the company.
(2) The requisition must state the objects of the meeting, and must be signed by the
requisitioning members and deposited at the registered office of the company, and may consist
of several documents in like form, each signed by one or more of those members.
(3) The requisition may be in hard copy or in electronic form and must be authenticated by
the persons making it.
(4) The directors shall convene a meeting within 21 days from the date of the deposit of the
requisition and the meeting shall be held within 28 days after the date of the notice convening
the meeting.
(5) If the directors do not within 21 days from the date of the deposit of the requisition
proceed to convene a meeting, the requisitioning members, or any of them representing more
than one-half of the total voting rights of all of them, may themselves convene a meeting, but
any meeting so convened shall not be held after the expiry of 3 months from that date.
(6) A meeting convened under this section by the requisitioning members shall be convened
in the same manner, as nearly as possible, as that in which meetings are to be convened by
directors.
(7) Any reasonable expenses incurred by the requisitioning members by reason of the failure
of the directors to convene a meeting shall be repaid to those members by the company, and
any sum so repaid shall be retained by the company out of any sums due or to become due
from the company by way of fees or other remuneration in respect of their services to such of
the directors as were in default.
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(8) For the purposes of this section, in the case of a meeting at which a resolution is to be
proposed as a special resolution, the directors shall be deemed not to have convened the
meeting if they do not give notice of it as is required by section 201.
Provisions as to meetings and votes.
196.(1) The following provisions shall have effect in so far as the memorandum and articles
of the company do not make other provision in that behalf–
(a) a meeting of a company, other than a meeting for the passing of a special
resolution, may be called by 7 days’ notice in writing;
(b) notice of the meeting of a company shall be served on every member of the
company in the manner in which notices are required to be served by the articles;
(c) two or more members holding not less than one-tenth of the issued share capital
or, if the company does not have a share capital, not less than 5 per cent in number
of the members of the company may call a meeting;
(d) in the case of a private company one member, and in the case of any other company
3 members, personally present shall be a quorum;
(e) any member elected by the members present at a meeting may be chairman;
(f) in the case of a company originally having a share capital, every member shall
have one vote in respect of each share or each £10 of stock held by him, and in any
other case every member shall have one vote.
(2) If for any reason it is impracticable to call a meeting of a company in any manner in
which meetings of that company may be called, or to conduct the meeting of the company in
the manner prescribed by the memorandum and articles or this Act, the Registrar of the Court
may–
(a) either of his own motion; or
(b) on the application of any director of the company; or
(c) on the application of any member of the company who would be entitled to vote
at the meeting,
order a meeting of the company to be called, held and conducted in such manner as the
Registrar of the Court thinks fit, and where any order is made the Registrar of the Court may
give such ancillary or consequential directions as the he thinks expedient, and any meeting
called, held and conducted in accordance with that order shall for all purposes be deemed to
be a meeting of the company duly called, held and conducted.
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(3) Notice of a general meeting of a company must be given–
(a) in hard form;
(b) in electronic form;
(c) by means of a website,
or partly by one such means and partly by another.
Publication of notice of meetings on a website.
197.(1) Notice of a meeting is not validly given by a company by means of a website unless
it is given in accordance with this section.
(2) When the company notifies a member of the presence of the notice on the website the
notification must–
(a) state that it concerns a notice of a company meeting;
(b) specify the place, date and time of the meeting; and
(c) in the case of a public company, state whether the meeting will be an annual
general meeting.
(3) The notice must be available on the website throughout the period beginning with the
date of that notification and ending with the conclusion of the meeting.
Quorum at meetings of sole member.
198. Notwithstanding any provision to the contrary in the memorandum or articles of a private
company limited by shares or by guarantee having only one member, one member present in
person or by proxy shall be a quorum.
Representation of companies at meetings of other companies and of creditors.
199.(1) A corporation, whether a company within the meaning of this Act or not, may–
(a) if it is a member of another corporation, being a company within the meaning of
this Act, by resolution of its directors or other governing body authorise such
person as it thinks fit to act as its representative at any meeting of the company or
at any meeting of any class of members of the company;
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(b) if it is a creditor (including a holder of debentures) of another corporation, being a
company within the meaning of this Act, by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at
any meeting of any creditors of the company held in pursuance of this Act or the
Insolvency Act or of any rules made under the relevant Act, or in pursuance of the
provisions contained in any debenture or trust deed, as the case may be.
(2) A person authorised as mentioned above shall be entitled to exercise the same powers on
behalf of the corporation which he represents as that corporation could exercise if it were an
individual shareholder, creditor or holder of debentures, of that other company.
Provisions as to ordinary resolutions.
200.(1) An ordinary resolution of the members (or of a class of members) of a company means
a resolution that is passed by a simple majority.
(2) An ordinary resolution is passed by a simple majority if it is passed by members
representing a simple majority of the total voting rights of the members or, as the case may be,
of the class of members.
(3) A resolution passed at a meeting on a show of hands is passed by simple majority if it is
passed by a simple majority of–
(a) the members who, being entitled to do so, vote in person on the resolution; and
(b) the persons who vote on the resolution as duly appointed proxies of members
entitled to vote on it.
(4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is
passed by members representing a simple majority of the total voting rights of members who,
being entitled to do so, vote in person or by proxy on the resolution.
(5) Anything that may be done by ordinary resolution may also be done by special resolution.
Provisions as to extraordinary and special resolutions.
201.(1) A resolution shall be an extraordinary resolution when it has been passed by a majority
of not less than 75% of those members who, being entitled to do so, vote in person or, where
proxies are allowed, by proxy, at a general meeting of which notice specifying the terms of the
resolution and the intention to propose the resolution as an extraordinary resolution has been
given.
(2) Subject to subsection (3), a resolution shall be a special resolution when it has been
passed by such a majority of not less than 75% and at a general meeting of which not less than
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21 days’ notice, specifying the intention to propose the resolution as a special resolution, has
been given.
(3) If all the members entitled to attend and vote at any such meeting so agree, a resolution
may be proposed and passed as a special resolution at a meeting of which less than 21 days’
notice has been given.
(4) At any meeting at which an extraordinary resolution or a special resolution is submitted
to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is
demanded, be conclusive evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.
(5) At any meeting at which an extraordinary resolution or a special resolution is submitted
to be passed, a poll shall be taken to be effectively demanded, if demanded–
(a) by the following number of members for the time being entitled under the
memorandum and articles to vote at the meeting, that is to say, at least 5 or such
lesser number of members as may be specified in the memorandum and articles;
(b) if no provision is made by the memorandum and articles with respect to the right
to demand the poll, by 3 members so entitled or by one member or 2 members so
entitled, if that member holds or those 2 members together hold not less than 15
per cent of the paid-up share capital of the company.
(6) When a poll is demanded in accordance with this section, in computing the majority on
the poll, reference shall be had to the number of votes to which each member is entitled by
virtue of this Act or the memorandum and articles of the company.
(7) For the purposes of this section, notice of a meeting shall be deemed to be duly given and
the meeting to be duly held when the notice is given and the meeting held in the manner
provided by this Act or the memorandum and articles of the company.
Written approval.
202.(1) Notwithstanding anything contained in sections 200 and 201 it shall not be necessary
in the case of a private company to hold a general meeting in order to pass an ordinary, an
extraordinary or a special resolution, but that resolution, if it is so provided in the articles of
the company, may be passed by approval of that resolution being signified in writing by all
members of the company who would be entitled to vote if that resolution were submitted to a
general meeting.
(2) The resolution shall be sent to all eligible members–
(a) at the same time (so far as reasonably practicable) in hard copy form, in electronic
form or by means of a website; or
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(b) if it is possible to do so without undue delay, by submitting the same copy to each
eligible member in turn (or different copies to each of a number of eligible
members in turn); or
(c) by sending copies to some members in accordance with paragraph (a) and
submitting a copy or copies to all other members in accordance with paragraph (b).
(3) A member signifies his agreement to a proposed written resolution when the company
receives from him (or from someone acting on his behalf) an authenticated document–
(a) identifying the resolution to which it relates; and
(b) indicating his agreement to the resolution.
(4) The document must be sent to the company in hard form or electronic form.
(5) Where a resolution has been passed in accordance with the provisions of this section, the
hard copy form or the electronic form of the resolution forwarded to the Registrar in
accordance with the provisions of section 206 shall be accompanied by–
(a) an authenticated document as required by subsection (3); and
(b) a statement by the secretary of the company that the members whose written
approval is attached are all the members who would be entitled to vote at a general
meeting.
(6) No resolution forwarded in accordance with the provisions of subsection (5) shall be
recorded by the Registrar unless it complies with the provisions of that subsection.
(7) For the purpose of section 206, a resolution passed by written approval shall be deemed
to have been passed on the date on which the last written approval was given and shall be
forwarded to the Registrar within 30 days of that date.
Sending documents relating to written resolutions by electronic means.
203.(1) Where a company has given an electronic address in any document containing or
accompanying a proposed written resolution, it is deemed to have agreed that any document
or information relating to that resolution may be sent by electronic means to that address
(subject to any conditions or limitations specified in the document).
(2) In this section “electronic address” means any address or number used for the purposes
of sending or receiving documents or information by electronic means.
Publication of written resolutions on website.
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204.(1) This section applies where a company sends–
(a) a written resolution; or
(b) a statement relating to a written resolution,
to a person by means of a website.
(2) The resolution or statement is not validly sent for the purposes of this Chapter unless the
resolution is available on the website throughout the period beginning with the circulation date
and ending on the date specified in the company’s articles, or if none is specified, the period
of 28 days from the circulation date.
Relationship between this Part and provisions of company’s articles.
205. A provision of the articles of a private company is void in so far as it would have the
effect that a resolution that is required by or otherwise provided for in an enactment could not
be proposed and passed as a written resolution.
Registration and copies of certain resolutions and agreements.
206.(1) Within 30 days after the passing or making of a resolution or agreement to which this
section applies, a copy of the resolution or agreement shall be forwarded to the Registrar and
recorded by him.
(2) Where articles have been registered, a copy of every resolution or agreement which has
been forwarded to the Registrar and which is for the time being in force shall be embodied in
or annexed to every copy of the articles issued after the passing of the resolution or the making
of the agreement.
(3) Where articles have not been registered, a printed copy of every such resolution or
agreement shall be forwarded to any member at his request, on payment of the prescribed sum.
(4) This section applies to–
(a) special resolutions;
(b) extraordinary resolutions;
(c) resolutions which have been agreed to by all the members of a company, but
which, if not so agreed to, would not have been effective for their purpose unless,
as the case may be, they had been passed as special resolutions, or as extraordinary
resolutions;
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(d) resolutions or agreements which have been agreed to by all the members of some
class of shareholders, but which, if not so agreed to, would not have been effective
for their purpose unless they had been passed by some particular majority or
otherwise in some particular manner;
(e) all resolutions or agreements which effectively bind all the members of any class
of shareholders though not agreed to by all those members; and
(f) resolutions requiring a company to be wound up voluntarily, passed under Chapter
1 of Part X.
(5) If a company fails to comply with subsection (1), the company and every officer of the
company who is in default shall be guilty of an offence and liable on summary conviction to a
fine at level 1 on the standard scale.
(6) If a company fails to comply with subsection (2) or (3), the company and every officer
of the company who is in default is guilty of an offence and shall be liable on summary
conviction to a fine of one tenth of the amount at level 1 on the standard scale for each copy
in respect of which default is made.
(7) For the purpose of subsections (5) and (6), a liquidator of the company shall be deemed
to be an officer of the company.
Resolutions passed at adjourned meetings.
207. Where a resolution is passed at an adjourned meeting of–
(a) a company;
(b) the holders of any class of shares in a company; or
(c) the directors of a company,
the resolution shall for all purposes be regarded as having been passed on the date on which it
was in fact passed, and shall not be deemed to have been passed on any earlier date.
Minutes of proceedings of meetings and directors.
208.(1) Every company shall enter minutes of all proceedings of general meetings, and where
there are directors or managers, of all proceedings at meetings of its directors or of its
managers, in books kept for that purpose.
(2) Any minute referred to in subsection (1), if purporting to be signed by the chairman of
the meeting at which the proceedings were had, or by the chairman of the next succeeding
meeting, shall be evidence of the proceedings.
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(3) Subject to subsection (4), where minutes have been made in accordance with the
provisions of this section of the proceedings at any general meeting of the company or meeting
of directors, managers or administrators, then, until the contrary is proved, the meeting shall
be deemed to have been held and convened, and all proceedings had to have taken place, and
all appointments of directors, managers or administrators shall be deemed to be valid.
(4) Subsection (3) is subject to any provision of the Insolvency Act providing for
appointments made by a resolution of the members of a company being invalid.
Recording of decisions by the sole member.
209.(1) Where a private company limited by shares or by guarantee has only one member and
he takes any decision which may be taken by the company in general meeting and which has
effect as if agreed by the company in general meeting, he shall (unless that decision is taken
by way of a written resolution) provide the company with a written record of that decision.
(2) If the sole member fails to comply with subsection (1) he shall be liable on summary
conviction to a fine not exceeding level 2 on the standard scale.
(3) Any failure by the sole member to comply with subsection (1) shall not affect the validity
of any decision referred to in that subsection.
Inspection of minute books.
210.(1) Subject to subsection (2), the books containing the minutes of proceedings of any
general meeting of a company shall be kept at the registered office of the company, and shall
be open during business hours to the inspection of any member without charge.
(2) The requirement for the books containing the minutes of proceedings to be open to
inspection during business hours shall be subject to such reasonable restrictions as the
company may by its memorandum and articles or in general meeting impose, so that no less
than 2 hours in each day be allowed for inspection.
(3) Within 7 days after he has made a request to the company for inspection under subsection
(1), any member shall be entitled to be furnished with a copy of any of those minutes referred
to in subsection (1) on payment of the prescribed sum for every hundred words.
(4) If any inspection required under this section is refused or if any copy required under this
section is not sent within the proper time, the company and every officer of the company who
is in default is guilty of an offence and shall be liable on summary conviction in respect of
each offence to a fine of one fifth of the amount at level 1 on the standard scale and further to
a default fine of the same amount.
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(5) If refusal or default is made in complying with this section, the Court may by order
compel an immediate inspection of the books in respect of all proceedings of general meetings
or direct that the copies required shall be sent to the persons requiring them.
Inspection
Investigation of companies and their affairs, etc.
211. Schedule 8 shall have effect with respect to the investigation of companies and their
affairs, requisition of documents and other matters referred to in that Schedule.
Proceedings on report by inspectors.
212.(1) If, it appears to the Attorney-General from any report made under the provisions of
Schedule 8, that any person has been guilty of any offence in relation to the company or any
other corporate body whose affairs have been investigated by virtue of those provisions and–
(a) that the case is one in which a prosecution ought to be instituted; and
(b) that it is desirable in the public interest that the proceedings in the prosecution
should be conducted by him,
he shall institute proceedings accordingly, and it shall be the duty of all the past and present
officers and agents of the company or other corporate body (other than the defendant in the
proceedings), to give to him all the assistance in connection with the prosecution which they
are reasonably able to give.
(2) For the purposes of this section, the expression “agents” in relation to a company or other
corporate body shall be taken to include its bankers and solicitors and any persons employed
by it as auditors, whether those persons are or are not officers of the company or other
corporate body.
Power of company to appoint inspectors.
213.(1) By special resolution a company may appoint inspectors to investigate its affairs.
(2) The inspectors appointed shall have the same powers and duties as inspectors appointed
by the Minister, except that, instead of reporting to him or the Attorney-General they shall
report in the manner and to such persons as the company may direct in general meeting.
(3) An officer or agent of the company who refuses to produce to the inspectors any book or
document which it is his duty under this section to produce, or refuses to answer any question
which is put to him by the inspectors with respect to the affairs of the company, shall be liable
to be proceeded against in the same manner as if the inspectors had been inspectors appointed
by the Minister.
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CHANCERY DIVISION. [1946]
In re FRY, DECEASED.
CHASE NATIONAL EXECUTORS AND TRUSTEES
CORPORATION v. FRY.
Emergency Legislation—Gift—Shares in English company—Transfer by
donor domiciled abroad—Consent of Treasury applied for by donor
and his agents—Death of donor before consent obtained—Validity—
Defence (Finance) Regulations, 1939—St. R. &■ 0. No. 1254 of
1940, reg. 3A.
A. T. who was domiciled in Florida and resident for the time
being in New Jersey, was the owner of shares in an English
company. While in New Jersey he executed transfers, expressed
to be by way of gift, to his son and to a private company registered
in England and sent the transfers to England to be registered.
By reason of the restrictions imposed on the transfer of securities
under the Defence (Finance) Regulations, 1939, the company were
prohibited from registering, and therefore refused to register the
transfers unless and until the consent of the Treasury to the
transfers had been obtained. The forms necessary to obtain that
consent were sent to the donor to sign and he returned them to
England, duly signed, but died before the consent was obtained : —
Held, that the intended gift was incomplete and therefore
inoperative, that the donor's executors ought not to execute
confirmatory transfers and the shares belonged to the donor's
residuary estate.
ADJOURNED SUMMONS.
One Ambrose Fry, was domiciled in the State of Florida,
but at the date of his death, October 22, 1941, was resident
in the State of New Jersey, U.S.A. He held 3,058 ordinary
and 280 preference shares in Liverpool Borax, Ld., the
certificates for which he had deposited with the Putney Branch
of Barclays Bank. Towards the end of 1940 he executed
in New Jersey transfers of these shares, as to 2,000 ordinary
shares in favour of his son, the defendant Sydney Fry, and as
to the remainder in favour of the defendants Cavendish
Investment Trust, a private company, the whole of the shares
in which were held by him and the members of his family,
and sent these transfers, the first to the manager of the Putney
Branch of Barclays Bank, and the second to R. Duncan
French & Co. of Liverpool, the accountants and auditors of
the Cavendish Investment Trust Co. In each case the transfer
was by way of gift of the shares transferred to the transferees.
After some delay, the transfers executed by the respective
transferees, together with the share certificates, were sent to
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1 Ch. CHANCERY DIVISION. 313
Liverpool Borax Ld. for registration ; but in view of the pro- ROMER
visions of the restrictions on the transfer of securities then in J-
force the company were unable and therefore refused without 1946
the consent of the Treasury to the transfers, to register them. FRY,
To obtain this consent various forms and declarations had to In re.
be signed both by the transferor and the transferees and in CHASE
NATIONAL
addition a questionnaire was submitted to the transferor EXECUTORS
which he had to answer personally, and although the various AND
TRUSTEES
forms, declarations and other documents were in the end CORPORA-
completed, the transferor died before the requisite consent TION
v.
of the Treasury to either of the transfers had been obtained. FRY.
The executors of the transferor accordingly took out this
summons, asking whether they ought to execute confirmatory
transfers of the shares to Sydney Fry and the Cavendish
Investment Trust respectively or whether the shares belonged
to the testator's residuary estate.
J. W. Brunyate for the plaintiffs. No gift can be claimed until
the title of the transferee has been completed by registration.
There is no valid gift either to Sydney Fry or to the Cavendish
Investment Trust, Ld., because the testator could not transfer
the shares without the consent of the Treasury and that had
not been obtained at the date of his death. Regulation 3A
of the Defence (Finance) Regulations (1) prohibits a transfer
(1) By Defence (Finance) Regu- agreement, transfer or acquisi-
lations, 1939, Statutory Rules and tion which is effected with per-
Orders No. 1254 of 1940, reg. 3A, mission granted by the Treasury
sub-cl. (1) : " Subject to any or by a person authorized by
" exemptions which may be them or on their behalf."
" granted by order of the Treasury Sub-clause (4) : " Subject to
" no person shall, either on his any exemptions which may be
" own behalf or on behalf of any granted by order of the Treasury
" other person, agree to transfer no person shall, except with
" or acquire, or transfer or acquire permission granted by the
" otherwise than by operation of Treasury or by a person author-
" law or by inheritance, any ized by them or on t
Preview
FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 EXHIBIT A FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Index of Foreign Law Authorities TAB AUTHORITY PAGES 1. Companies Act 2014 ss 194-210 1 – 12 2. Re Fry [1946] Ch 312 13 – 21 3. Colonial Bank v. Cady [1890] 15 App Cas 267 22 – 43 4. MacMillan v Bishopsgate Investment [1996] 1 WLR 387 44 – 82 5. Akers v Samba Financial Group [2017] AC 424 83 – 125 6. Dicey, Morris & Collins, Volume 2 (extract) 126 – 141 7. EU Regulation 1215/2012 142 – 173 8. Civil Jurisdiction & Judgements Act 1993 ss 25 & 26 & Schedule 10 174 – 180 9. De Beers Consolidated Mines v Howe [1906] AC 455 181 – 186 10. Swedish Central Ry v Thompson [1925] AC 495 187 – 212 11. Schmidt .v. Schmidt [2007] I.L. PR.6 213 – 242 12. Civil Procedure Rules (extract) Vol 1, CPR 6.36-6.37 pp 287-304 & PD 243 – 266 6B para 3.1 pp 326-329 13. Altimo Holdings and Investment Ltd v Kyrgyz Mobile Tel Ltd [2012] 1 267 – 304 WLR 1804 14. Canada Trust Company .v. Stolzenberg [1998] 1 WLR 547 305 – 334 15. Canada Trusts Company HL [2002] 1 AC 1 335 – 357 16. Bols Distilleries BV .v. Superior Yacht Services (trading as Bols Royal 358 – 372 Distilleries) [2007] 1 WLR 12 17. Banco Nacional de Cuba [2001] 1WLR 2039 373 – 393 18. Orexim Trading v Mahavir Port and Terminal [2018] 1 WLR 4847 394 – 411 19. Erste Group Bank AG .v. Red October [2015] EWCA Civ 379 412 – 470 20. Traxys Europe SA .v. Sodexmines Nigeria Limited [2020] EWHC 2195 471 – 480 21. Lungowe .v. Vedanta [2020] AC 1045 481 – 517 22. Cherney .v. Deripaska [2009] EWCA Civ 849 518 – 542 23. Nilon Limited v Royal Westminster Investments SA [2015] UKPC 2 543 – 568 24. Konamaneni [2002] 1 WLR 1269 569 – 603 25. Re Harrods Buenos Aires [ 1992] Ch 72 604 – 659 26. Abidin Daver [1984] 1 AC 398 660 – 688 27. Dicey, Morris & Collins, Volume 1 (extract) at 12-051 689 – 691 28. Koza Limited V Akcil [2020] 3 All ER 97 692 – 710 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 2014-19 Companies (a) sections 240 and 255(1) shall be deemed to have no effect in respect of that company for such time and in respect of such years as the resolution shall have effect in accordance with this section; and (b) the special resolution shall be subject to section 206 (copy to be forwarded to the Registrar within 30 days). (6) A special resolution dispensing with the holding of annual general meetings, shall have effect for the year in which it is made and subsequent years, but shall not affect any liability already incurred by reason of default in holding an annual general meeting. (7) In any year in which an annual general meeting would be required to be held but for the special resolution and in which no meeting has been held, any member of the company may, by notice to the company not later than 3 months before the end of the year, require the holding of an annual general meeting in that year. (8) If a notice provided for in subsection (7) is given, the provisions of subsections (1) and (4) shall apply with respect to the calling of the meeting and the consequences of default. (9) Subject to subsection (10), if the effect of the special resolution ceases, the company shall not be obliged under the provisions of this section to hold an annual general meeting in that year if, when the special resolution ceases to have effect, less than 3 months of the year remains. (10) The terms of subsection (9) do not affect any obligation of the company to hold an annual general meeting in that year in pursuance of a notice given under subsection (7). Statutory meeting and statutory report. 194.(1) This section shall not apply to a private company. (2) Every company limited by shares and every company limited by guarantee and having a share capital, shall hold a general meeting of the members of the company, which shall be called “the statutory meeting” and that statutory meeting shall be held within a period of not less than 1 month nor more than 3 months from the date at which the company is entitled to commence business. (3) At least 7 days before the day on which the meeting is held, the directors shall forward a report (in this Act referred to as “the statutory report”) to every member of the company. (4) The statutory report shall be certified by not less than two directors of the company or, where there are less than two directors, by the sole director and manager, and shall state– © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 158 of 495 1 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Companies 2014-19 (a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; (b) the total amount of cash received by the company in respect of all the shares allotted, distinguished as referred to in paragraph (a) of this subsection; (c) an abstract of the receipts of the company and of the payments made, up to a date within 7 days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company; (d) the names, addresses and descriptions of the directors, auditors (if any), managers (if any) and secretary of the company; and (e) the particulars of any contract, the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification. (5) The statutory report, so far as it relates to the shares allotted by the company, and to the cash received in respect of such shares, and to the receipts and payments of the company on capital account, shall be certified as correct by the auditors (if any) of the company. (6) The directors shall deliver a copy of the statutory report, certified as required by this section, to the Registrar for registration after sending it to the members of the company. (7) The directors shall produce a list showing the names, descriptions and addresses of the members of the company, and the number of shares held by them respectively, at the commencement of the meeting, which shall remain open and accessible to any member of the company during the continuance of the meeting. (8) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the memorandum or articles may be passed. (9) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the memorandum or articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 159 of 495 2 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 2014-19 Companies (10) In the event of any default in complying with the provisions of this section every director of the company who is guilty of or who knowingly authorises or permits the default shall be guilty of an offence and liable on summary conviction to a fine at level 2 on the standard scale. Convening of extraordinary general meeting on requisition. 195.(1) Notwithstanding anything in the memorandum and articles of a company, the directors of the company shall, on the requisition of members of the company holding at the date of the deposit of the requisition– (a) not less than one-tenth of such of the paid-up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company; or (b) in the case of a company not having a share capital, members of the company representing not less than one-tenth of the voting rights of all the members having at that date a right to vote at general meetings of the company, proceed to convene an extraordinary general meeting of the company. (2) The requisition must state the objects of the meeting, and must be signed by the requisitioning members and deposited at the registered office of the company, and may consist of several documents in like form, each signed by one or more of those members. (3) The requisition may be in hard copy or in electronic form and must be authenticated by the persons making it. (4) The directors shall convene a meeting within 21 days from the date of the deposit of the requisition and the meeting shall be held within 28 days after the date of the notice convening the meeting. (5) If the directors do not within 21 days from the date of the deposit of the requisition proceed to convene a meeting, the requisitioning members, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiry of 3 months from that date. (6) A meeting convened under this section by the requisitioning members shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors. (7) Any reasonable expenses incurred by the requisitioning members by reason of the failure of the directors to convene a meeting shall be repaid to those members by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 160 of 495 3 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Companies 2014-19 (8) For the purposes of this section, in the case of a meeting at which a resolution is to be proposed as a special resolution, the directors shall be deemed not to have convened the meeting if they do not give notice of it as is required by section 201. Provisions as to meetings and votes. 196.(1) The following provisions shall have effect in so far as the memorandum and articles of the company do not make other provision in that behalf– (a) a meeting of a company, other than a meeting for the passing of a special resolution, may be called by 7 days’ notice in writing; (b) notice of the meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by the articles; (c) two or more members holding not less than one-tenth of the issued share capital or, if the company does not have a share capital, not less than 5 per cent in number of the members of the company may call a meeting; (d) in the case of a private company one member, and in the case of any other company 3 members, personally present shall be a quorum; (e) any member elected by the members present at a meeting may be chairman; (f) in the case of a company originally having a share capital, every member shall have one vote in respect of each share or each £10 of stock held by him, and in any other case every member shall have one vote. (2) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called, or to conduct the meeting of the company in the manner prescribed by the memorandum and articles or this Act, the Registrar of the Court may– (a) either of his own motion; or (b) on the application of any director of the company; or (c) on the application of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the Registrar of the Court thinks fit, and where any order is made the Registrar of the Court may give such ancillary or consequential directions as the he thinks expedient, and any meeting called, held and conducted in accordance with that order shall for all purposes be deemed to be a meeting of the company duly called, held and conducted. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 161 of 495 4 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 2014-19 Companies (3) Notice of a general meeting of a company must be given– (a) in hard form; (b) in electronic form; (c) by means of a website, or partly by one such means and partly by another. Publication of notice of meetings on a website. 197.(1) Notice of a meeting is not validly given by a company by means of a website unless it is given in accordance with this section. (2) When the company notifies a member of the presence of the notice on the website the notification must– (a) state that it concerns a notice of a company meeting; (b) specify the place, date and time of the meeting; and (c) in the case of a public company, state whether the meeting will be an annual general meeting. (3) The notice must be available on the website throughout the period beginning with the date of that notification and ending with the conclusion of the meeting. Quorum at meetings of sole member. 198. Notwithstanding any provision to the contrary in the memorandum or articles of a private company limited by shares or by guarantee having only one member, one member present in person or by proxy shall be a quorum. Representation of companies at meetings of other companies and of creditors. 199.(1) A corporation, whether a company within the meaning of this Act or not, may– (a) if it is a member of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company; © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 162 of 495 5 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Companies 2014-19 (b) if it is a creditor (including a holder of debentures) of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or the Insolvency Act or of any rules made under the relevant Act, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. (2) A person authorised as mentioned above shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual shareholder, creditor or holder of debentures, of that other company. Provisions as to ordinary resolutions. 200.(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority. (2) An ordinary resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of the members or, as the case may be, of the class of members. (3) A resolution passed at a meeting on a show of hands is passed by simple majority if it is passed by a simple majority of– (a) the members who, being entitled to do so, vote in person on the resolution; and (b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it. (4) A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who, being entitled to do so, vote in person or by proxy on the resolution. (5) Anything that may be done by ordinary resolution may also be done by special resolution. Provisions as to extraordinary and special resolutions. 201.(1) A resolution shall be an extraordinary resolution when it has been passed by a majority of not less than 75% of those members who, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the terms of the resolution and the intention to propose the resolution as an extraordinary resolution has been given. (2) Subject to subsection (3), a resolution shall be a special resolution when it has been passed by such a majority of not less than 75% and at a general meeting of which not less than © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 163 of 495 6 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 2014-19 Companies 21 days’ notice, specifying the intention to propose the resolution as a special resolution, has been given. (3) If all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days’ notice has been given. (4) At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (5) At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed, a poll shall be taken to be effectively demanded, if demanded– (a) by the following number of members for the time being entitled under the memorandum and articles to vote at the meeting, that is to say, at least 5 or such lesser number of members as may be specified in the memorandum and articles; (b) if no provision is made by the memorandum and articles with respect to the right to demand the poll, by 3 members so entitled or by one member or 2 members so entitled, if that member holds or those 2 members together hold not less than 15 per cent of the paid-up share capital of the company. (6) When a poll is demanded in accordance with this section, in computing the majority on the poll, reference shall be had to the number of votes to which each member is entitled by virtue of this Act or the memorandum and articles of the company. (7) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in the manner provided by this Act or the memorandum and articles of the company. Written approval. 202.(1) Notwithstanding anything contained in sections 200 and 201 it shall not be necessary in the case of a private company to hold a general meeting in order to pass an ordinary, an extraordinary or a special resolution, but that resolution, if it is so provided in the articles of the company, may be passed by approval of that resolution being signified in writing by all members of the company who would be entitled to vote if that resolution were submitted to a general meeting. (2) The resolution shall be sent to all eligible members– (a) at the same time (so far as reasonably practicable) in hard copy form, in electronic form or by means of a website; or © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 164 of 495 7 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Companies 2014-19 (b) if it is possible to do so without undue delay, by submitting the same copy to each eligible member in turn (or different copies to each of a number of eligible members in turn); or (c) by sending copies to some members in accordance with paragraph (a) and submitting a copy or copies to all other members in accordance with paragraph (b). (3) A member signifies his agreement to a proposed written resolution when the company receives from him (or from someone acting on his behalf) an authenticated document– (a) identifying the resolution to which it relates; and (b) indicating his agreement to the resolution. (4) The document must be sent to the company in hard form or electronic form. (5) Where a resolution has been passed in accordance with the provisions of this section, the hard copy form or the electronic form of the resolution forwarded to the Registrar in accordance with the provisions of section 206 shall be accompanied by– (a) an authenticated document as required by subsection (3); and (b) a statement by the secretary of the company that the members whose written approval is attached are all the members who would be entitled to vote at a general meeting. (6) No resolution forwarded in accordance with the provisions of subsection (5) shall be recorded by the Registrar unless it complies with the provisions of that subsection. (7) For the purpose of section 206, a resolution passed by written approval shall be deemed to have been passed on the date on which the last written approval was given and shall be forwarded to the Registrar within 30 days of that date. Sending documents relating to written resolutions by electronic means. 203.(1) Where a company has given an electronic address in any document containing or accompanying a proposed written resolution, it is deemed to have agreed that any document or information relating to that resolution may be sent by electronic means to that address (subject to any conditions or limitations specified in the document). (2) In this section “electronic address” means any address or number used for the purposes of sending or receiving documents or information by electronic means. Publication of written resolutions on website. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 165 of 495 8 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 2014-19 Companies 204.(1) This section applies where a company sends– (a) a written resolution; or (b) a statement relating to a written resolution, to a person by means of a website. (2) The resolution or statement is not validly sent for the purposes of this Chapter unless the resolution is available on the website throughout the period beginning with the circulation date and ending on the date specified in the company’s articles, or if none is specified, the period of 28 days from the circulation date. Relationship between this Part and provisions of company’s articles. 205. A provision of the articles of a private company is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a written resolution. Registration and copies of certain resolutions and agreements. 206.(1) Within 30 days after the passing or making of a resolution or agreement to which this section applies, a copy of the resolution or agreement shall be forwarded to the Registrar and recorded by him. (2) Where articles have been registered, a copy of every resolution or agreement which has been forwarded to the Registrar and which is for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement. (3) Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request, on payment of the prescribed sum. (4) This section applies to– (a) special resolutions; (b) extraordinary resolutions; (c) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless, as the case may be, they had been passed as special resolutions, or as extraordinary resolutions; © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 166 of 495 9 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Companies 2014-19 (d) resolutions or agreements which have been agreed to by all the members of some class of shareholders, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner; (e) all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members; and (f) resolutions requiring a company to be wound up voluntarily, passed under Chapter 1 of Part X. (5) If a company fails to comply with subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and liable on summary conviction to a fine at level 1 on the standard scale. (6) If a company fails to comply with subsection (2) or (3), the company and every officer of the company who is in default is guilty of an offence and shall be liable on summary conviction to a fine of one tenth of the amount at level 1 on the standard scale for each copy in respect of which default is made. (7) For the purpose of subsections (5) and (6), a liquidator of the company shall be deemed to be an officer of the company. Resolutions passed at adjourned meetings. 207. Where a resolution is passed at an adjourned meeting of– (a) a company; (b) the holders of any class of shares in a company; or (c) the directors of a company, the resolution shall for all purposes be regarded as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date. Minutes of proceedings of meetings and directors. 208.(1) Every company shall enter minutes of all proceedings of general meetings, and where there are directors or managers, of all proceedings at meetings of its directors or of its managers, in books kept for that purpose. (2) Any minute referred to in subsection (1), if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 167 of 495 10 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 2014-19 Companies (3) Subject to subsection (4), where minutes have been made in accordance with the provisions of this section of the proceedings at any general meeting of the company or meeting of directors, managers or administrators, then, until the contrary is proved, the meeting shall be deemed to have been held and convened, and all proceedings had to have taken place, and all appointments of directors, managers or administrators shall be deemed to be valid. (4) Subsection (3) is subject to any provision of the Insolvency Act providing for appointments made by a resolution of the members of a company being invalid. Recording of decisions by the sole member. 209.(1) Where a private company limited by shares or by guarantee has only one member and he takes any decision which may be taken by the company in general meeting and which has effect as if agreed by the company in general meeting, he shall (unless that decision is taken by way of a written resolution) provide the company with a written record of that decision. (2) If the sole member fails to comply with subsection (1) he shall be liable on summary conviction to a fine not exceeding level 2 on the standard scale. (3) Any failure by the sole member to comply with subsection (1) shall not affect the validity of any decision referred to in that subsection. Inspection of minute books. 210.(1) Subject to subsection (2), the books containing the minutes of proceedings of any general meeting of a company shall be kept at the registered office of the company, and shall be open during business hours to the inspection of any member without charge. (2) The requirement for the books containing the minutes of proceedings to be open to inspection during business hours shall be subject to such reasonable restrictions as the company may by its memorandum and articles or in general meeting impose, so that no less than 2 hours in each day be allowed for inspection. (3) Within 7 days after he has made a request to the company for inspection under subsection (1), any member shall be entitled to be furnished with a copy of any of those minutes referred to in subsection (1) on payment of the prescribed sum for every hundred words. (4) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper time, the company and every officer of the company who is in default is guilty of an offence and shall be liable on summary conviction in respect of each offence to a fine of one fifth of the amount at level 1 on the standard scale and further to a default fine of the same amount. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 168 of 495 11 FILED: NEW YORK COUNTY CLERK 09/11/2023 11:05 PM INDEX NO. 650710/2023 NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 Companies 2014-19 (5) If refusal or default is made in complying with this section, the Court may by order compel an immediate inspection of the books in respect of all proceedings of general meetings or direct that the copies required shall be sent to the persons requiring them. Inspection Investigation of companies and their affairs, etc. 211. Schedule 8 shall have effect with respect to the investigation of companies and their affairs, requisition of documents and other matters referred to in that Schedule. Proceedings on report by inspectors. 212.(1) If, it appears to the Attorney-General from any report made under the provisions of Schedule 8, that any person has been guilty of any offence in relation to the company or any other corporate body whose affairs have been investigated by virtue of those provisions and– (a) that the case is one in which a prosecution ought to be instituted; and (b) that it is desirable in the public interest that the proceedings in the prosecution should be conducted by him, he shall institute proceedings accordingly, and it shall be the duty of all the past and present officers and agents of the company or other corporate body (other than the defendant in the proceedings), to give to him all the assistance in connection with the prosecution which they are reasonably able to give. (2) For the purposes of this section, the expression “agents” in relation to a company or other corporate body shall be taken to include its bankers and solicitors and any persons employed by it as auditors, whether those persons are or are not officers of the company or other corporate body. Power of company to appoint inspectors. 213.(1) By special resolution a company may appoint inspectors to investigate its affairs. (2) The inspectors appointed shall have the same powers and duties as inspectors appointed by the Minister, except that, instead of reporting to him or the Attorney-General they shall report in the manner and to such persons as the company may direct in general meeting. (3) An officer or agent of the company who refuses to produce to the inspectors any book or document which it is his duty under this section to produce, or refuses to answer any question which is put to him by the inspectors with respect to the affairs of the company, shall be liable to be proceeded against in the same manner as if the inspectors had been inspectors appointed by the Minister. © Government of Gibraltar (www.gibraltarlaws.gov.gi) Page 169 of 495 12 INDEX NO. 11:05 FILED: NEW YORK COUNTY CLERK 09/11/2023 650710/2023 PM NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 CHANCERY DIVISION. [1946] In re FRY, DECEASED. CHASE NATIONAL EXECUTORS AND TRUSTEES CORPORATION v. FRY. Emergency Legislation—Gift—Shares in English company—Transfer by donor domiciled abroad—Consent of Treasury applied for by donor and his agents—Death of donor before consent obtained—Validity— Defence (Finance) Regulations, 1939—St. R. &■ 0. No. 1254 of 1940, reg. 3A. A. T. who was domiciled in Florida and resident for the time being in New Jersey, was the owner of shares in an English company. While in New Jersey he executed transfers, expressed to be by way of gift, to his son and to a private company registered in England and sent the transfers to England to be registered. By reason of the restrictions imposed on the transfer of securities under the Defence (Finance) Regulations, 1939, the company were prohibited from registering, and therefore refused to register the transfers unless and until the consent of the Treasury to the transfers had been obtained. The forms necessary to obtain that consent were sent to the donor to sign and he returned them to England, duly signed, but died before the consent was obtained : — Held, that the intended gift was incomplete and therefore inoperative, that the donor's executors ought not to execute confirmatory transfers and the shares belonged to the donor's residuary estate. ADJOURNED SUMMONS. One Ambrose Fry, was domiciled in the State of Florida, but at the date of his death, October 22, 1941, was resident in the State of New Jersey, U.S.A. He held 3,058 ordinary and 280 preference shares in Liverpool Borax, Ld., the certificates for which he had deposited with the Putney Branch of Barclays Bank. Towards the end of 1940 he executed in New Jersey transfers of these shares, as to 2,000 ordinary shares in favour of his son, the defendant Sydney Fry, and as to the remainder in favour of the defendants Cavendish Investment Trust, a private company, the whole of the shares in which were held by him and the members of his family, and sent these transfers, the first to the manager of the Putney Branch of Barclays Bank, and the second to R. Duncan French & Co. of Liverpool, the accountants and auditors of the Cavendish Investment Trust Co. In each case the transfer was by way of gift of the shares transferred to the transferees. After some delay, the transfers executed by the respective transferees, together with the share certificates, were sent to 13 INDEX NO. 11:05 FILED: NEW YORK COUNTY CLERK 09/11/2023 650710/2023 PM NYSCEF DOC. NO. 113 RECEIVED NYSCEF: 09/11/2023 1 Ch. CHANCERY DIVISION. 313 Liverpool Borax Ld. for registration ; but in view of the pro- ROMER visions of the restrictions on the transfer of securities then in J- force the company were unable and therefore refused without 1946 the consent of the Treasury to the transfers, to register them. FRY, To obtain this consent various forms and declarations had to In re. be signed both by the transferor and the transferees and in CHASE NATIONAL addition a questionnaire was submitted to the transferor EXECUTORS which he had to answer personally, and although the various AND TRUSTEES forms, declarations and other documents were in the end CORPORA- completed, the transferor died before the requisite consent TION v. of the Treasury to either of the transfers had been obtained. FRY. The executors of the transferor accordingly took out this summons, asking whether they ought to execute confirmatory transfers of the shares to Sydney Fry and the Cavendish Investment Trust respectively or whether the shares belonged to the testator's residuary estate. J. W. Brunyate for the plaintiffs. No gift can be claimed until the title of the transferee has been completed by registration. There is no valid gift either to Sydney Fry or to the Cavendish Investment Trust, Ld., because the testator could not transfer the shares without the consent of the Treasury and that had not been obtained at the date of his death. Regulation 3A of the Defence (Finance) Regulations (1) prohibits a transfer (1) By Defence (Finance) Regu- agreement, transfer or acquisi- lations, 1939, Statutory Rules and tion which is effected with per- Orders No. 1254 of 1940, reg. 3A, mission granted by the Treasury sub-cl. (1) : " Subject to any or by a person authorized by " exemptions which may be them or on their behalf." " granted by order of the Treasury Sub-clause (4) : " Subject to " no person shall, either on his any exemptions which may be " own behalf or on behalf of any granted by order of the Treasury " other person, agree to transfer no person shall, except with " or acquire, or transfer or acquire permission granted by the " otherwise than by operation of Treasury or by a person author- " law or by inheritance, any ized by them or on t