Unfair Prejudice in UK Law
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Grace v Biagioli and Others
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The prospective nature of the jurisdiction is reflected in the fact that the court must assess the appropriateness of any particular remedy as at the date of the hearing and not at the date of presentation of the petition; and may even take into account conduct which has occurred between those two dates. The court is entitled to look at the reality and practicalities of the overall situation, past, present and future.
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Re Bird Precision Bellows Ltd
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It seems to me that the whole framework of the section, and of such of the authorities as we have seen, which seem to me to support this, is to confer on the court a very wide discretion to do what is considered fair and equitable in all the circumstances of the case, in order to put right and cure for the future the unfair prejudice which the petitioner has suffered at the hands of the other shareholders of the company; and I find myself quite unable to accept that that discretion in some way stops short when it comes to the terms of the order for purchase in the manner in which the price is to be assessed.
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Hawkes v Cuddy and Others (Nos 1 & 2)
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I have found that to a limited extent the cross-petition is well founded. I have also found that some of the allegations in the petition are well founded. But although I have found that some of the allegations of unfair prejudice alleged in the petition have been established, they are the less serious ones. Those which pertain to the internal affairs of the Ospreys are not conduct of the affairs of Neath.
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Strahan v Wilcock
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It is difficult to conceive of circumstances in which a non-discounted basis of valuation would be appropriate where there was unfair prejudice for the purposes of the 1985 Act but such a relationship did not exist.
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Re Tobian Properties Ltd; Maidment v Attwood and Others
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In addition, the terms on which the parties agreed to do business together include by implication an agreement that any party who is a director will perform his duties as a director. Under these duties, a director must act in the way which he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. Non-compliance by the respondent shareholders with their duties will generally indicate that unfair prejudice has occurred.
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O'Neill v Phillips
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But the second leads to the conclusion that there will be cases in which equitable considerations make it unfair for those conducting the affairs of the company to rely upon their strict legal powers. Thus unfairness may consist in a breach of the rules or in using the rules in a manner which equity would regard as contrary to good faith.
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SISU Capital Fund Ltd v Tucker
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There is, in any case, a material difference between the two processes. In relation to a scheme of arrangement, there needs to be approval from each voting class. Accordingly, a separate class can block a scheme of which it does not approve even though the overall scheme may fall within the range of reasonable proposals which that class could adopt without unfairness to any particular member of that class. In contrast, a CVA is determined by a single vote of all creditors.
- The Companies (Unfair Prejudice Applications) Proceedings Rules 2009
- Companies (Unfair Prejudice Applications) Proceedings Rules 1986
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The Insolvency (England and Wales) Rules 2016
....... (2) The regulations that may be made may include, without prejudice to the generality of paragraph (1) , provision with respect to the ... that the circumstances which led to the appeal give rise to unfair prejudice or material irregularity. . (3A) Subject to paragraph (3B) , on ......
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Unfair Terms in Consumer Contracts Regulations 1999
......S-6 . Assessment of unfair terms Assessment of unfair terms . 6. —(1) Without prejudice to regulation 12, the unfairness of a contractual term shall be assessed, taking into account the nature of the goods or services for which the ......
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The statutory unfair prejudice remedy for minority shareholder protection in Pakistan. Difficulties of section 290 of the Companies Ordinance 1984
Purpose: The unfair prejudice remedy as contained in s.290 of the Companies Ordinance 1984 entitles a member with a shareholding of twenty percent or more to petition to the court for suitable and ...
- Excessive Remuneration and the Unfair Prejudice Remedy
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Section 994 of the Companies Act 2006 and the Primacy of Contract
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 their st......... under section 994 of the Companies Act 2006 (the so-called ‘unfair prejudice’ remedy), their Lor dships have not only contrived to stunt ......
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Resolving the Application of the Christie Discretion in the Uniform Evidence Legislation
The application of s 137 of the uniform evidence legislation, which essentially restates the Christie discretion, has been thrown into confusion with the Supreme Courts of New South Wales and Victo......... purpose of the weighting exercise between probative value and unfair prejudice. . Definitive clarification of such an ......
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Unfair prejudice and wrongful dismissal: combining claims
The High Court has considered whether it is possible to bring a claim for wrongful dismissal within a petition for unfair prejudice under section 994 of the Companies Act 2006.
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Unfair Prejudice Petitions in the UK: Conduct of the Affairs of the Company is King
The Court of Appeal has clarified that to succeed on an unfair prejudice petition, the petitioner must demonstrate the unfair prejudice results from the conduct of the affairs of the company (Prime...
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Unfair Prejudice Petitions in the UK: Conduct of the Affairs of the Company is King
The Court of Appeal has clarified that to succeed on an unfair prejudice petition, the petitioner must demonstrate the unfair prejudice results from the conduct of the affairs of the company (Prime...
- Unfair Prejudice In Shareholder Disputes