‘Thus, it is at least possible that a decision of the board to seek approval for a share issue could be regarded as unfair prejudice, even though the offer could be taken up pro rata by existing shareholders, if it were shown that the board or the majority shareholders knew that the minority for whatever reason could not or, for good reason, would not take up their entitlement: Re a Company [1985] BCLC 80 (Harman J), Re a Company [1986] BCLC 362 (Hoffmann J). Objectively in such a case, there might be prejudice to the minority in terms of their interest in the company being diluted; and that prejudice might be classified as ‘unfair’ prejudice if it could be inferred from the knowledge and presumed intent of the majority that they were acting for an improper purpose.’
[2008] ScotCS CSOH – 72
Bailii
Companies Act 2006
Scotland
Cited by:
Cited – Kohli v Lit and Others ChD 13-Nov-2009
The claimant asserted that the other shareholders had acted in a manner unfairly prejudicial to her within the company.
Held: The claimant was allowed to bring in without prejudice correspondence to contradict evidence by the defendant which . .
Lists of cited by and citing cases may be incomplete.
Company
Updated: 18 December 2021; Ref: scu.268018
