Commissioners of Inland Revenue v Crossman and Others
Commissioners of Inland Revenue v Mann and Others    Estate duty – Shares in company – Restrictions on alienation – Basis of valuation for estate
duty purposes – Finance Act 1894 (c 30), s 7(5).
By the articles of association of a company a male holder of ordinary shares was given
limited powers of transferring such shares inter vivos or appointing them by will to any of his
relations specified in the articles subject to the transferees or appointees attaining the age of
twenty-five years and being approved by the directors. Otherwise a member, or his personal
representative, proposing to transfer any ordinary share was required to give written notice of
transfer to the company which enabled the company to offer the shares to other members
holding one or more ordinary shares at a prescribed price ascertained in accordance with the
articles. If, within three months of the service of the transfer notice, the company failed to
find a purchaser, the proposing transferor was permitted to sell the shares during the
succeeding three months to any person and at any price. The prescribed price in the articles
was much below the value of the shares if free from all limitations and restrictions. Estate
duty in respect of ordinary shares which passed on the respective deaths of two male
shareholders was duly paid by their executors upon the basis of the prescribed price fixed in
conformity with the articles:—