MEMBER’S REMEDIES &

MINORITY PROTECTION
• The early case of Allen v Gold Reefs of West Africa (1900-1903)
All ER Rep 746 established the test that an alteration had to bona
fide (in good faith) and for the benefit of the company as a whole.
However, this decision was criticized, including by the High Court
of Australia in Peters’ American Delicacy v Heath & Ors (1938-
1939) 61 CLR 457, where the court expressed doubt about the
value of the Allen v Gold Reefs test where the proposed alteration
concerned a conflict of interest between majority and minority
shareholders. However, the High Court did not abolish this test in
Peters’. It waited until the next available opportunity to do so:
Gambotto v WCP Ltd (1995) 182 CLR 432.
WHERE MEMBERS FAILED