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Russell v Northern Bank Development Corp Ltd is a leading case on shareholders' rights in the United Kingdom in which the House of Lords held that a private shareholders' agreement could not fetter a company's statutory powers but could bind the voting rights of those parties to the agreement. ==Facts== Four executives of a brick works in Dungannon, County Tyrone were shareholders, with 20 shares each, in a company called Tyrone Brick Limited (T.B.L) alongside Northern Bank Development Corporation, which held 120 shares. 〔''Russell v Northern Bank Development Corp Ltd'' () 1 WLR 588 at 589.〕 Eight hundred other shares were not allotted.〔''Russell v Northern Bank Development Corp Ltd'' () 1 WLR 588 at 590.〕 All executives, Northern Bank, and the company T.B.L itself, were parties to a shareholders' agreement with a clause that stated, "No further share capital shall be created or issued in the company or the rights attaching to the shares already in issue in any way altered (save as herein set out) or any share transfer of the existing shares permitted, save in the following manner, without the written consent of each of the parties hereto."〔''Russell v Northern Bank Development Corp Ltd'' () 1 WLR 588 at 590.〕 In March 1988 the board of T.B.L issued a notice to shareholders of an extraordinary general meeting to consider a resolution allowing for a 3,999,000 new shares to be issued by the company. One of the executives, Samuel Russell, sought an injunction restraining the other executives and Northern Bank from considering or voting on the resolution and damages for breach of contract.〔''Russell v Northern Bank Development Corp Ltd'' () 1 WLR 588 at 591-592.〕 At trial the judge held that the shareholder's agreement was invalidated because it sought to fetter T.B.L's statutory power to increase its capital. The Court of Appeal, by a majority, upheld this decision. Russell appealed, although now claiming only a declaration as to his rights and not also an injunction.〔''Russell v Northern Bank Development Corp Ltd'' () 1 WLR 588 at 592.〕 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Russell v Northern Bank Development Corp Ltd」の詳細全文を読む スポンサード リンク
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