A minority shareholder in a company wished to sell its shares to a third party and granted the other shareholders, pursuant to the company's articles of association, a right of first refusal and tag along rights. Following this, the general meeting was convened and it was decided to amend the articles of association, including as to the appointment of directors, in a manner that in fact thwarts the transaction.
The Court accepted a motion for a cease and desist order filed by the minority shareholder and held that in lack of a limitation in the articles of association any shareholder may freely sell its shares. Change of the company's Articles of Association does in retrospect and in order to thwart a share sale transaction is oppression of the minority.