Rabin & Associates

On the court record

A company-law and shareholder-dispute practice engaging the transmission and transfer of shares under the Companies Act 2016, derivative-action standing, and Court of Appeal procedure.

Rabin & Associates is recorded in the corpus in company and shareholder litigation together with related appellate procedure. A cluster of High Court matters, in which the firm acted for the defence, concerned a family company and the mechanics by which shares held by a deceased shareholder pass to the beneficiaries under a will. The court examined whether that passing constituted transmission or required a separate transfer, where an executor had obtained probate and effected a partial transfer of shares to one beneficiary with stamp duty paid but later sought to register the remaining shares in the names of other beneficiaries without a Form 32A or stamp duty and the company refused registration. The judgments engaged whether an executor's assent perfects transmission or whether a separate instrument of transfer is required, whether the articles of association restrict registration except through a proper instrument, and the reach of sections 33, 50, 103, 105 and 109 of the Companies Act 2016 read with the Probate and Administration Act 1959. A related matter concerned a derivative action and whether the plaintiffs qualified as complainants under section 345 of the Companies Act 2016 and as persons entitled to be registered as members, and whether an unadministered estate rendered their entitlement contingent and their locus standi uncertain. On the appellate side the firm appeared for the appellant in a Court of Appeal matter arising from a settlement and supplementary agreement, where the arguments engaged allegations of fraud, coercion and undue influence, specific performance, and a set of procedural questions under the Rules of the Court of Appeal 1994 concerning non-compliance with filing requirements and the striking out of a motion. The record shows a firm focused on the interaction of company law, succession and procedure. In the derivative-action matter the court also weighed whether an unadministered estate rendered the claimants' entitlement uncertain and contingent, a point bearing directly on whether their originating summons remained sustainable.