Citco Banking Corporation NV v Pusser's Ltd [2007] UKPC 13 is a judicial decision of the Privy Council on appeal from the British Virgin Islands in relation to the validity of amendments to the memorandum and articles of association of a company, and the requirement of shareholders to exercise the votes attached to their shares in the best interests of the company as a whole.

[2] Citco alleged that the resolutions were invalid because they were passed in the interests of Tobias, to give him indisputable control, and not bona fide in the interests of the company, as required under the common law rule in Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 this exercise of the votes attached to the shares was improper.

The Privy Council described that delay as "completely unacceptable", and noted that this was "a violation of the constitutional right of the parties to a determination of their dispute within a reasonable time" as well as being "detrimental to the interests of the British Virgin Islands as a financial centre which can offer investors efficient and impartial justice.

"[3] In his judgment, Benjamin J held that "I find it impossible to say that what was effected by the resolution is for the benefit of Citco and the remaining shareholders", and struck down the proposed amendment.

He then reviewed the decision of the Court of Appeal of England and Wales in Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656.

But if they are complied with I can discover no ground for judicially putting any other restrictions on the power conferred by the section than those contained in it.Lord Hoffman then considered a number of further cases which considered what "bona fide for the benefit of the company as a whole" meant, including Shuttleworth v Cox Brothers and Co (Maidenhead) Ltd [1927] 2 KB 9, where he approved the statement of Scrutton LJ: Now when persons, honestly endeavouring to decide what will be for the benefit of the company and to act accordingly, decide upon a particular course, then, provided there are grounds on which reasonable men could come to the same decision, it does not matter whether the Court would or would not come to the same decision or a different decision.

He further considered Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286, where the relevant amendment was to remove a pre-emption clause to facilitate a sale of control to a third party, and Sir Raymond Evershed MR stated that "the company as a whole" did not mean the company as a corporate entity but "the corporators as a general body" and that it was necessary to ask whether the amendment was, in the honest opinion of those who voted in favour, for the benefit of a hypothetical member.

[5] Lord Hoffman then noted that the burden of proof lies upon the person who seeks to challenge the validity of an amendment (applying Peters' American Delicacy Company Ltd v Heath (1939) 61 CLR 457).