Eckerle and others v Wickeder Westfalenstahl GmbH and another [2013] EWHC 68 (Ch), [2013] All ER (D) 150 (Jan)
Section 98 of the Companies Act 2006 dealt with the situation where a special resolution by a public company to be re-registered as a private limited company had been passed. It allowed certain persons to apply to the court for the cancellation of the resolution. On its true construction, s 98 did not apply to the holders of economic interest in shares and did not enable the holder of the ultimate economic interest to exercise rights otherwise vested in a member to protect the economic value of the shares. Membership, not ownership of an economic interest, defined the class from whom interest might be acquired of dissentient members. It was settled law that registration conferred title. Without registration, an applicant was not the holder of a share or a member of the company: the share has not been issued to him. No person could be a shareholder until he was registered. A person who was not a shareholder by registration could not claim that the share had been issued
