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The Proper Purpose Rule as a Constraint on Directors’ Autonomy – Eclairs Group Limited v JKX Oil & Gas plc
Author(s) -
Langford Rosemary Teele,
Ramsay Ian M.
Publication year - 2017
Publication title -
the modern law review
Language(s) - English
Resource type - Journals
SCImago Journal Rank - 0.37
H-Index - 22
eISSN - 1468-2230
pISSN - 0026-7961
DOI - 10.1111/1468-2230.12244
Subject(s) - clarity , scope (computer science) , autonomy , test (biology) , action (physics) , constraint (computer aided design) , causation , supreme court , law and economics , business , political science , law , engineering , economics , computer science , chemistry , mechanical engineering , paleontology , biochemistry , physics , quantum mechanics , biology , programming language
The recent case of Eclairs Group Limited v JKX Oil & Gas plc highlights the pressures faced by company directors in change of control situations, in which they may be tempted to take action to prevent or discourage such change. The Supreme Court decision provides important clarity on the scope of the proper purpose rule in these (and other) situations. We explore the implications of different judicial interpretations of the proper purpose rule for the autonomy of directors in their decision‐making. We do this by focusing on the scope of the proper purpose rule, whether a subjective or objective test is employed in the application of the rule and the test for causation where a director is motivated by mixed purposes.