Were the directors motivated by any purpose of personal gain or advantage?
Whether directors had a proper purpose in issuing shares to Howard Smith?
Whether the directors had the power to allot or alter prior majority shareholder position in the interest of the company?
Proper purpose rule’, applies to directors of English companies under s171(b) of the Companies Act 2006. This long-standing equitable rule, codified by the 2006 Act, requires that a director must only exercise powers for the purposes for which they were conferred.