Burberry has been allowed to refuse an access request to their register of members – a list of the company’s shareholders, addresses and shareholdings.
This is the second of only two instances where the Court of Appeal has considered situations in which a company may refuse access requests.
Mr Fox-Davies, who submitted the request, specialised in tracing lost shareholders who had not received their due dividends and wanted access to the list for this reason. He received commission fees for his asset tracing work and also shared information with third party researchers.
The request was refused as it was deemed to not comply with statutory requirements.
The court weighed up facts surrounding shareholder protections such as transparency and the reasons for the request against commercial exploitation and decided the request was for financial gains and therefore an improper purpose.
Burberry also had its own tracing agent which provided better commission rates.
Denying access requests to a members’ register is fact-dependent. To prepare for such situations, companies should ensure that they have policies implemented to provide timely responses. Otherwise, it is evident from the outcome that the onus is on the applicant to fulfill all the necessary statutory requirements for request applications. Where matters escalate to court, it is clear that the court will use a three-pronged approach to analyse whether the application has a “proper purpose”: upholding shareholder rights, protecting shareholders and commercial exploitation.