Shareholder Dispute in UK Law

Leading Cases
  • Jones and Jones and Others
    • Court of Appeal (Civil Division)
    • 12 July 2002

    It cannot make any difference that William managed to commence the Chancery action four days before the section 459 proceedings were commenced.

    That principle clearly applies to participation by a company in section 459 proceedings brought by a member. However, there is no case where it has been applied in a duly authorised corporate action. As Mr Kosmin submitted, it is difficult to see how it can apply to such an action unless it is said that the action was brought under the authority of directors who were motivated not by the company's interests but by a desire to further the interests of shareholders.

    In the present case Mr Hollington has not, in my judgment, shown that the Chancery action is in substance part and parcel of the shareholders' dispute. There is almost total overlap in the factual material but separate relief is claimed in favour of Incasep on the grounds of breach of duty to it. The situation might have been very different if the Chancery action had clearly been brought in response to section 459 proceedings.

  • Fulham Football Club (1987) Ltd v Sir David Richards and another
    • Court of Appeal (Civil Division)
    • 21 July 2011

    The statutory provisions about unfair prejudice contained in s.994 give to a shareholder an optional right to invoke the assistance of the court in cases of unfair prejudice. The only restriction placed upon the arbitrator is in respect of the kind of relief which can be granted.

    But the arbitrator could, I think legitimately, decide whether the complaint of unfair prejudice was made out and whether it would be appropriate for winding-up proceedings to take place or whether the complainant should be limited to some lesser remedy. It would only be in circumstances where the arbitrator concluded that winding-up proceedings would be justified that a shareholder would then be entitled to present a petition under s.122(1)(g).

  • Sana Hassib Sabbagh (Claimant/Appellant) v Wael Said Khoury and Others
    • Court of Appeal (Civil Division)
    • 28 July 2017

    Sana's original position was that the family agreements made between 1993 and 1998 were artificial or sham transactions with no legal effect. But she no longer disputes the existence, validity or effectiveness of the agreements as such. Her case now is that, as a matter of Lebanese law, the agreements fall to be treated as gifts rather than agreements to sell which would continue to bind Hassib (and his heirs) even after his death.

  • Sprint Electric Ltd v Buyer's Dream Ltd
    • Chancery Division
    • 30 July 2018

    Accordingly, for every £6 that Sameaim Limited has been paid which is not matched by a payment of £4 to BDL since relations broke down, I consider that BDL is entitled to be paid a balancing payment (save that (a) in so far as the payments that were made to Sameaim Limited were used to pay Dr Fells, that element of those payments should be left out of account, and (b) I will hear submissions as to whether BDL is entitled to charge VAT in light of the fact that, in the events which gave happened, BDL has not performed any services for SEL).

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Legislation
  • The Insolvency (England and Wales) Rules 2016
    • UK Non-devolved
    • January 01, 2016
    ...... (a) a list of the company's shareholders, with the following details about each shareholder— . (i) name and ... arising from any award made under any arbitration or other dispute resolution procedure which the liquidator has power to bring in the ......
  • Companies Act 1862
    • UK Non-devolved
    • January 01, 1862
    ...... or future Difference, Question, or other Matter whatsoever in dispute between itself and any other Company or Person, and the Companies Parties ... being registered as a Limited Company the Liability of the Shareholders was limited by some other Act of Parliament or by Letters Patent. S-190 . ......
  • Industrial and Provident Societies Act 1893
    • UK Non-devolved
    • January 01, 1893
    ...... one of its members although such member is not personally a shareholder of such other body corporate. The proxy shall, during the continuance of ...engaged under a special agreement to account. Disputes. . Disputes. . S-49 . Decision of disputes. 49 Decision of disputes. . ......
  • Industrial and Provident Societies Act 1965
    • UK Non-devolved
    • January 01, 1965
    ......that he is not personally a shareholder of that. other body corporate. . (2) Any member of the society so ...entitled. Disputes, offences and legal proceedings . Disputes, offences and legal ......
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Books & Journal Articles
  • Section 994 of the Companies Act 2006 and the Primacy of Contract
    • Nbr. 75-6, November 2012
    • The Modern Law Review
    The Court of Appeal's decision in Fulham Football Club (1987) Ltd v Richards & Anor is both of interest and significance. By embracing the idea of the parties’ ability to ‘contract out’ of thei...
    ...... stunt the future development of unfair prejudice as a minority shareholder remedy but,and more importantly for the purposes of this case note, their ... an explicitly contractual, pro-arbitration, approach to the dispute at hand, the Court of Appeal’s ruling raises impor tant issues which ......
  • Jurisdiction Clauses in Transnational Company Relationships
    • Nbr. 1-4, December 1994
    • Maastricht Journal of European and Comparative Law
    ...... the court of a Contracting State to take cognizance of disputes between the company and its shareholders, is an 'agreement' ......
  • Arbitration of investment disputes under Iranian investment treaties
    • Nbr. 14-2, May 2011
    • Journal of Money Laundering Control
    • 130-157
    Purpose: The purpose of this paper is to examine the remedies available under Iranian investment treaties for settlement of investment disputes. This includes the obligation of the Iranian Governme...
    ...... the issue by authorising legal person withnationality of the host state to have legal standing provided it is controlled by aforeign shareholder and subject to the agreement of the parties in dispute (Dugan et al.,2008, p. 313)[71]. However, natural or legal persons cannot purchase the shares ......
  • Women in Upper Echelons of Management, Tenure and Legal Risk
    • Nbr. 25-2, April 2014
    • British Journal of Management
    Integrating risk, gender diversity and upper echelons literatures, we examine whether the presence of women in upper management (top management team (TMT) and board of directors (BOD)) and the tenu...
    ......-Mart, product safety lawsuits against Toyota (Ramsey, 2010), shareholder lawsuits against Halliburton ( Economist , 2011) and environmental ...contract dispute with suppliers). See Table 4 for a count of the lawsuits by type. Due to ......
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Law Firm Commentaries
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