Birch v Cropper (1889) 14 App Cas 525 is a UK company law case concerning shares.

It illustrates the principle of exhaustion, that the rights attached to a share in an article would be presumed exhaustive, although one should construe the nature of a share with a starting presumption of equality.

The company argued that the preferential shares were just like debentures, and they should only get their money back.

The House of Lords held clearly preferential shares were not debentures, they are equity, because the 5% preference would not be paid if there was no profit, whereas a 5% interest rate would have to be.

To calculate their entitlement on winding up, the court should begin the process of construction with a presumption of equality.