“… 171, it was necessary for BTI to establish either that an improper purpose was the sole or dominant or primary purpose (Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821), or, arguably, that the purpose was causative in the sense that, without it, the power would not have been exercised (Eclairs Group Ltd v JKX Oil and Gas plc …”
“…Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 concerned the exercise by directors of a power to allot or otherwise dispose of shares to such persons on such terms and conditions and either at a premium or …”