[1] T. Brady & Sons Ltd and its subsidiaries went through restructuring after the two brothers that owned the majority of shares fell out and wished to divide the company's assets.

One part of the process involved paying financial assistance to reduce liability on the company buying some of the shares.

The fact that it was financial assistance was accepted, but it was argued that this was not the main purpose, relying on the exception in section 153(2) of the Companies Act 1985 (now the Companies Act 2006 section 678(4) exception).

Lord Oliver held the requirement is the assistance is given in good faith and in the best interests of the company, a subjective standard .

He rejected that a ‘larger’ purpose of freeing deadlock would suffice for almost anything, and so on this ground the exemption was not fulfilled.