[1] Cox Bros and Co (Maidenhead) had appointed a board of directors for life, and had fixed this under its articles of association.
Mr Shuttleworth, who was targeted by the changes, brought a claim alleging that the alteration of the articles was not bona fide for the benefit of the company as a whole.
The alteration may be so oppressive as to cast suspicion on the honesty of the persons responsible for it, or so extravagant that no reasonable men could really consider it for the benefit of the company.
Or, if the facts should raise the question, the Court may be able to apply another test - namely, whether or not the action of the shareholders is capable of being considered for the benefit of the company.
"[2] It is important to understand however that this case and Sidebottom before it, established one of the two limbs of the modern day bona fide intentions test.