Re TDG plc [2008] EWHC 2334 (Ch), [2009] All ER (D) 274 (Feb)
Before a court can sanction a scheme under s 899 of the Companies Act 2006, the court must be satisfied that the provisions of the statute have been complied with; it must be satisfied that in relation to the class of shareholders, the subject of the court meeting, was fairly represented by those who attended the meeting, and the statutory majority are acting bona fide and not coercing the minority in order to promote interests adverse to those of the class they purport to represent; an intelligent and honest person, a member of the class concerned and acting in respect of his own interest, might reasonably approve the scheme; and there must be no blot on the scheme.
