Is there any case law where a majority shareholder's shares in a company are sold to a single director at a premium?

British Columbia, Canada


The following excerpt is from Irwin v. D. W. Coates Enterprises Ltd., 1983 CanLII 629 (BC SC):

Dean v. Prince, supra, was a case where the opposite problem presented itself. It was the sale upon death of a majority shareholder's shares and the question was whether such shares should attract a premium. At p. 761, Wynn-Parry J. says [at p. 761]: By art. 9(g) it is provided that "in the event of the death of a member his shares shall be purchased and taken by the directors at such price as is certified in writing by the auditor to be in his opinion the fair value thereof at the date of death." In my view, as a matter of construction the same basis of valuation should be applied under this paragraph as under para. (b), and, therefore, no extra value should be placed on the shares because they may constitute a controlling interest. Further, as the auditor, in my view, has to have regard to the realities of the situation, he must take into account that the other directors, and not merely one of them, are bound to purchase the shares in question. It is true that the other directors are entitled to decide between themselves how they will take up the shares, but, as I see it, they need not arrive at this decision until after the auditor's valuation has been received. It follows from this that the auditor cannot assume that the shares will remain as a block and be transferred to one director. Indeed, the reverse is the probability; for, if the shares are not an attractive proposition, it is unlikely that one director will assume a greater liability than he need, whereas if they should be an attractive proposition it is unlikely that his fellow director will allow one director to acquire a controlling interest. In my judgment, therefore, with all respect, the learned judge was wrong in approaching this case as one in which the sale of a controlling interest was involved.

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