Burberry Group plc v Richard Charles Fox-Davies  EWHC 222
The High Court has held that a request for company information under section 116 of the Companies Act 2006 must contain all the required information in order for it to be valid. In the absence of such information, the company will not need to comply with the request.
Under s116, a person can request to inspect and make a copy of a company’s register for a prescribed fee, provided that certain information outlined in s116 (4) is given. Within 5 working days of receiving a request, that company must either comply or apply to the court for relief to prevent the requested access.
D ran an agency in which he traced lost members of public quoted companies. The reason provided for his request to inspect and make a copy of the company’s register was to assist shareholders to recover benefit from their entitlements to which they were otherwise unaware. The request did not contain the details of those he intended to share the information with.
After 5 working days of receiving the request, the company made an application to the court for a direction that it did not need to provide access. It was asserted that D’s request was for an improper purpose, and that he did not have the necessary resources to prevent third party access to the information. The court considered whether D had a proper purpose for requesting the information as required under s117 (3), and whether the Company had made its application out of the 5 working day time period provided for in the legislation.
The High Court held that the company was not obliged to provide the requested information on the basis that it was invalid due to D’s failure to provide the required information, and therefore the 5 day time limit for the company to respond did not apply.
Further, it was held that D did not have a proper purpose for the request. The real purpose was not in the interest of the shareholders, but in D’s commercial self- interest. As the request was made by a member of the public, the court placed greater emphasis on the purpose of the request in order to protect the company shareholders.