Ann: GMD:Genesis Offer for Dacian to close & WILL NOT BE EXTENDED, page-58

this is the provision I had in mind. A company doing deals with the majority holder is a special case (from Allens TO handbook).


(Note: where there remain minority shareholders in a company, the company’s directors cannot favour the controlling shareholder over the others because the directors have a duty to consider the interests of the company as a whole. Further, related party dealings that require shareholder approval will likely need to be approved by the minority shareholders alone, with the controlling shareholder(s) excluded from voting)