The plaintiff obtained a patent which was then to be utilised through the company, of which the plaintiff had one third shares. He later complained that the majority shareholder had acted prejudicially.
Held: Mismanagement could amount to prejudicial conduct of the business. There was no evidence of failure to consult but some evidence of misuse of assets. It would be wrong to leave the plaintiff with the shareholding, and an order was made for the purchase of the shares by the co-shareholder at a discount to reflect the minority status. Whether or not it would be fair to value as at the date of the order can depend on whether irregularities in the accounts have been corrected.
Judges:
Warner J
Citations:
(1991) BCLC 959
Jurisdiction:
England and Wales
Cited by:
Cited – Bonham v Crow and others CA 13-Dec-2001
The petitioner complained of unfair prejudice in the way the company had been operated, and sought an order that his shares be bought out. However the judge found that the net value of the company was negative and the shares worthless. The judge had . .
See Also – Re Elgindata Ltd (2) CA 15-Jul-1992
A successful plaintiff who had not been shown to have behaved improperly or unreasonably was not to have his costs reduced or be ordered to pay any part of his opponents costs for having pursued some unsuccessful points.
Nourse LJ said that . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 12 May 2022; Ref: scu.182885