AMG Global Nominees (Private) Ltd v Africa Resources Ltd [2008] EWCA Civ 1262, [2008] All ER (D) 198 (Nov)
Court of Appeal, Civil Division Sir Andrew Morritt C, Hooper and Wilson LJJ 20 Nov 2008
The Court of Appeal has given guidance on when the giving of financial assistance by a subsidiary company to its parent for the acquisition of shares might involve unlawful conduct on the part of the parent, if the acts of the subsidiary are in breach of s 151 of the Companies Act 1985 (CA 1985).
David Oliver QC and Ben Shaw (instructed by Reed Smith Richards Butler LLP) for AMG. Francis Tregear QC and Arshad Ghaffer (instructed by Magwells) for ARL.
In proceedings concerning share transactions relating to Zimbabwean subsidiaries of English companies, the issue arose as to whether or not there had been any financial assistance from the subsidiaries to the parent companies in the purchase of shares.
The claimant, AMG, submitted that the approval or instigation of the parent company of the provision of financial assistance by the subsidiary was logically equivalent
