Status of Memorandum,
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40,
Discount Oakley Sunglass. Re Duncan Gilmour & Co Ltd [1952] 2 All ER 871
A company had ordinary and preference shares. The memoradum provided that the holders of the preference shares should have a preferential right in the distribution of the company's assets in the event of a winding up. The articles provided that in a winding up the surplus assets should be divided between all the members in proportion to the capital paid up on their shares,
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Limitations on Power to Alter Articles
41. St Johnstone Football Club Ltd v Scottish Football Association Ltd [1965] SLT 171
One of the company's articles prohibited any member from taking legal proceedings of any kind against the company. It was held that this was contrary to public policy and therefore void,
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42. Allen v Gold Reefs of West Africa