The judgement remains a leading precedent for the clear statement that the duty of care of a director is to the company itself, and not to the interests of particular shareholders.

It also illustrates the reluctance of English law to "admit the reality of interrelated companies acting in any way other than as a number of separate entities tied together by their relationship as significant shareholders in each other.

"The House of Lords held that the conduct of the majority was indeed oppressive, and ordered that Dr Meyer and Mr Lucas' shares be bought at a price that was fair.

They did so in the first letter of their solicitors dated February 19, 1953, and in the original petition lodged on July 14, 1953.

That was, I think, the state of mind of the co-operative society right from the moment in November, 1951, when Dr. Meyer and Mr. Lucas refused to realign the shares at par.

So it came about that, when Dr. Meyer and Mr. Lucas in January, 1953, offered to sell their shares to the co-operative society at a price to be negotiated (mentioning 96s.

How do they touch the real issue - the manner in which the affairs of the textile company were being conducted?"

Under the articles of association of the textile company the co-operative society was entitled to nominate three out of the five directors, and it did so.

Thus, when the realignment of shareholding was under discussion, the duty of the three directors to the textile company was to get the best possible price for any new issue of its shares (see per Lord Wright in Lowry v. Consolidated African Selection Trust Ltd. [1940] A.C. 648, 679; 56 T.L.R.

Again, when the co-operative society determined to set up its own rayon department, competing with the business of the textile company, the duty of the three directors to the textile company was to do their best to promote its business and to act with complete good faith towards it; and in consequence not to disclose their knowledge of its affairs to a competitor, and not even to work for a competitor, when to do so might operate to the disadvantage of the textile company (see Hivac Ltd. v. Park Royal Scientific Instruments Ltd. [1946] Ch.

So I would hold that the affairs of the textile company were being conducted in a manner oppressive to Dr. Meyer and Mr. Lucas.

The facts would plainly justify such an order on the ground that it was "just and equitable " that the company should be wound up: see In re Yenidje Tobacco Co. Ltd. [1916] 2 Ch.

But such an order would unfairly prejudice Dr. Meyer and Mr. Lucas because they would only recover the break-up value of their shares.

So instead of petitioning for a winding-up order, they seek to invoke the new remedy given by section 210 of the Companies Act, 1948.

It was said that section 210 only applies as an alternative to winding up and that an order can only be made under section 210 if the company is fit to be kept alive: whereas in this case the business of the company was virtually at an end when the petition was lodged, and there was no point in keeping it alive.

If the co-operative society were ordered, in these circumstances, to buy the shares of Dr. Meyer and Mr. Lucas, this would amount, it was said, to an award of damages for past misconduct - which is not the remedy envisaged by section 210.

Now, I quite agree that the words of the section do suggest that the legislature had in mind some remedy whereby the company, instead of being wound up, might continue to operate.

But it would be wrong to infer therefrom that the remedy under section 210 is limited to cases where the company is still in active business.

The object of the remedy is to bring "to an end the matters complained of," that is, the oppression, and this can be done even though the business of the company has been brought to a standstill.

Even though the oppressor by his oppression brings down the whole edifice - destroying the value of his own shares with those of everyone else - the injured shareholders have, I think, a remedy under section 210.

One of the most useful orders mentioned in the section - which will enable the court to do justice to the injured shareholders - is to order the oppressor to buy their shares at a fair price: and a fair price would be, I think, the value which the shares would have had at the date of the petition, if there had been no oppression.

It is, no doubt, true that an order of this kind gives to the oppressed shareholders what is in effect money compensation for the injury done to them: but I see no objection to this.

When it comes before this House for the first time it is, I believe, in accordance with long precedent - and particularly with the resolution of all the judges in Heydon's case (1584) 3 Co.Rep.