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| Hogg v. Cramphorn Ltd. ： ウィキペディア英語版 |
Hogg v Cramphorn Ltd
''Hogg v Cramphorn Ltd'' () Ch 254 is a famous UK company law case on the director liability. The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover (the poison pill) are breaching their fiduciary duty to the company.
==Facts==
Mr Baxter approached the board of directors of Cramphorn Ltd. to make a takeover offer for the company. The directors (including Colonel Cramphorn who was managing director and chairman) believed that the takeover would be bad for the company. So they issued 5707 shares with ten votes each to the trustees of the employee’s welfare scheme (Cramphorn, an employee and the auditor). This meant they could outvote Baxter's bid for majority control. A shareholder, Mr Hogg, sued, alleging the issue of the shares was ''ultra vires''. Cramphorn argued that the directors' actions were all in good faith. It was feared that Mr Baxter would sack many of the workers.
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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