Order regulating company’s affairs
COMPANY – Unfair prejudice – Petitioner 60% shareholder – Respondents 40% shareholders – Alleged breaches of director’s duties and failures to observe Shareholders’ Agreement – Undermining company’s corporate governance – Appropriate remedy – Buy-out order or order regulating company’s affairs
Judge Hodge QC
 EWHC 1661 (Ch)
England and Wales
Cited – Gerrard v Koby and Another ChD 8-Jul-2004
Baumler (UK) Ltd
The court recognised: ‘in the case of a quasi-partnership company a breach of duty by one participant may not in the event be causative of ‘prejudice or loss’ to the company, but may nevertheless lead to such a loss of . .
Cited – Gray and Others, Re Braid Group (Holdings) Ltd SCS 30-Oct-2015
Application for orders under section 996 of the Companies Act 2006 on the ground that the affairs of Braid Group (Holdings) Limited (‘BGHL’) have been conducted in a manner that was unfairly prejudicial to the interests of some of its members. The . .
Cited – Brown v Bray and Another ChD 29-Aug-2019
Re Audas Group Limited – Unfair prejudice petition – breaches of reserved matters provisions amounted to unfairly prejudicial conduct. . .
Cited – In re Cumana Ltd CA 1986
The court considered the date at which shares are to be valued in a possible order for one set of shareholders to buy the shares of another.
Held: The choice was a matter of the judge’s discretion. Where a minority shareholder has a petition . .
Cited – Grace v Biagioli and others CA 4-Nov-2005
The petitioner complained that he had first been removed as director, and that the remaining directors had misdescribed the company’s profits and paid those profits to themselves as management expenses and in breach of a resolution requiring an . .
Cited – McKillen v Misland (Cyprus) Investments Ltd and Others ChD 21-Dec-2011
‘prejudice need not be financial in character. A disregard of the rights of a member as such, without any financial consequences, may amount to prejudice falling within the section.’ . .
Cited – Estera Trust (Jersey) Ltd and Another v Singh and Others ChD 5-Jul-2018
Re Edwardian Group Ltd
Claim for relief under sections 994-996 of the Companies Act 2006 on the ground that the affairs of the Company have been and are being conducted in a manner unfairly prejudicial to their interests as members of the . .
Cited – Hawkes v Cuddy and others ChD 13-Dec-2007
The court found that the petitioner had been unfairly prejudiced; but it granted the relief sought by the respondent. The court may exercise its own creativity in matching its remedy to the unfair prejudice which has been established. . .
Cited – Hawkes v Cuddy and Others CA 2-Apr-2009
Stanley Burnton LJ rejected the suggestion that on a petition under s. 994 the court cannot award relief that the petitioner does not seek. He commented: ‘In the present case, the correctness or otherwise of that proposition is . .
Cited – Michael Wilson and Partners Ltd v Sinclair and Another (No 2) QBD 28-Apr-2020
Chamberlain J discussed the reactions to his draft judgment: ‘This judgment, exactly as it appears above, was produced in draft in the usual way and sent, under embargo, to the parties for their editorial corrections. Professional lawyers ought to . .
Cited – McKillen v Misland (Cyprus) Investments Ltd and Others ChD 10-Aug-2012
The parties battled for the control of major London hotels. The claimant alleged unfair dealings in attempts to secure that control.
Held: David Richards J said that prejudice: ‘will certainly encompass damage to the financial . .
Cited – O’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 . .
Cited – Sikorkski v Sikorksi ChD 2012
Briggs J recognised that the court has very wide powers under s. 996, and referred to the submission that it would be wrong in principle for the court to perpetuate a dysfunctional relationship between the parties into the indefinite future, and . .
Lists of cited by and citing cases may be incomplete.
Updated: 10 November 2021; Ref: scu.663845