Aldous LJ said that an offer to buyout shares at valuation may not be enough to deflect a petition for unfair prejudice: ‘Whether or not their actions amounted to a breach of their fiduciary duties is likely to depend upon the facts probably upon the extent and type of misuse. That being so, it would not be right to strike out the petition. The price to be paid for the B shares will depend upon a decision as to whether any part of the business of Kasmare is held on trust for Southern Tropics and if so, how much. That is a decision that should be taken by the court not an accountant. It follows that the offer to purchase in the letter of 12 June 1998 and the option in the shareholders’ agreement are not sufficient to remove any potential unfair prejudice.’
Judges:
Aldous, Hirst, Waller LJJ
Citations:
[1999] EWCA Civ 681, [1999] 2 BCLC 625
Jurisdiction:
England and Wales
Cited by:
Cited – Harborne Road Nominees Ltd v Karvaski and Another ChD 19-Aug-2011
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 . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 30 November 2022; Ref: scu.145596