CVC/Opportunity Equity Partners Limited and Opportunity Invest II Limited v Luis Roberto Demarco Almeida: PC 21 Mar 2002

(Cayman Islands) The respondent was a minority shareholder. An offer was made to buy out his interest. He petitioned for the winding up of the company on the just and equitable ground. The claimants obtained an injunction to prevent him doing so, saying that it was used for an improper purpose. The claimants applied for the injunction to be re-instated. The defendant had been a general manager of the joint venture investment company dismissed for poor performance.
Held: The offer to purchase the shares had been made only at par. Unfairness lay, not in the exclusion of the member of the company, but in an exclusion not accompanied by an offer to purchase his interest. Where the member was excluded against his will, the shares should normally be valued without discount. Here the offer was well below that value, and it was not unreasonable to refuse it, and nor accordingly was the threatened petition an abuse of process, though ‘The special nature of winding up proceedings and the loss which they may cause the company and its shareholders, however, makes it incumbent on the court to ensure that they are not brought for an improper purpose.’
Lord Bingham of Cornhill Lord Hutton Lord Hobhouse of Woodborough Lord Millett Lord Rodger of Earlsferry
Appeal No 4 of 2001, [2002] UKPC 16, (Appeal No 4 of 2001), [2002] 2 BCLC 108, [2002] BCC 684
PC, PC, PC, Bailii, PC
Commonwealth
Citing:
CitedO’Neill and Another v Phillips and Others; In re a Company (No 00709 of 1992) HL 20-May-1999
The House considered a petition by a holder of 25 of the 100 issued shares in the company against the majority shareholder. The petitioner, an ex-employee, had been taken into management and then given his shares and permitted to take 50% of the . .
CitedIn re Bird Precision Bellows Ltd CA 1986
The company which was formed to combine one party’s expertise in the manufacturing of precision bellows with the general experience of two others in financial, commercial and industrial matters. For several years the company’s affairs had worked . .
CitedEbrahimi v Westbourne Galleries Ltd and Others (on Appeal from In Re Westbourne Galleries Ltd) HL 3-May-1972
Unfair Prejudice to Minority Shareholder
A company had operated effectively as a partnership between two and then three directors. No dividends had been paid, but the directors had received salaries. One director was removed and sought an order for the other to purchase his shares, or . .
CitedRe Abbey Leisure CA 1990
A minority shareholder had brought a petition to wind up the company, saying the project for which it had been created was complete. An offer was made to purchase his shares. He rejected the offer to purchase his shareholding at an accountant’s . .
CitedIn re Bird Precision Bellows Ltd ChD 1984
The court considered the method of valuation of a minority shareholding in a forced purchase by the other shareholders. Nourse J said: ‘I would expect that in a majority of cases where purchase orders are made under section 75 in relation to . .
CitedSyers v Syers HL 1876
The court has power to ascertain the value of a former partner’s interest without a sale if it can be done by valuation, and will do so where that interest is relatively small. . .
CitedRe a company (No 003843 of 1986) 1987
The petitioners sought re-instatement as directors or the winding up of the company. The respondents had offered to buy their shares at more than their break up or liquidation value, at a price equal to a rateable proportion of the company’s assets . .
CitedCharles Forte Investments Ltd v Amanda CA 1964
A minority shareholder complained of the board’s refused to register transfers of his shares to a third party. He threatened to present a winding up petition unless the board registered the transfers.
Held: He would be restrained from . .

Cited by:
CitedIrvine and others v Irvine and Another ChD 23-Mar-2006
The court had made an order for the purchase of a minority shareholding after finding prejudicial behaviour by the majority. It now considered valuation of the shares in a 49.96% shareholding. The question was whether the valuation should be . .
CitedHarborne Road Nominees Ltd v Karvaski and Another ChD 19-Aug-2011
harborne_karvaskiChD2011
The claimant asked the court to set aside as an abuse the petition issued by the defendants, saying that it was only an attempt to obtain control of the company.
Held: The application failed. To succeed the claimant must show that his offer . .
CitedCrabtree v Ng CA 21-Mar-2012
The parties disputed the valuation of shares they held. . .

These lists may be incomplete.
Updated: 08 January 2021; Ref: scu.168107