Re BSB Holdings Ltd
| Jurisdiction | England & Wales |
| Judgment Date | 28 July 1995 |
| Date | 28 July 1995 |
| Court | Chancery Division |
Chancery Division
Before Mrs Justice Arden
Company - protection of members against unfair prejudice
The width of the court's jurisdiction to protect a company's members against unfair prejudice could, unless carefully controlled, become a means of oppression. It was important that the legitimate and proper workings of business and the investment of capital should not be inhibited by, for example, unfounded threats of action.
Mrs Justice Arden so held in the Chancery Division, in dismissing a petition, presented under section 459 of the Companies Act 1985 by London Merchant Securities plc (LMS), a member of BSB Holdings Ltd, on February 4, 1992, as re-re-amended pursuant to an order of her Ladyship of February 21, 1995, which sought relief by way of an order under Part XVII of the 1985 Act, against, inter alios, the respondents, Chargeurs SA, Granada Group plc, Pearson Group plc and 11 of their wholly owned subsidiary and nominee companies and against Reed International plc and three of its wholly owned subsidiary and nominee companies.
Mr Robin Potts, QC, Mr Martin Moore and Mr Andrew Thompson for LMS; Mr David Oliver QC, Mr David Richards, QC and Mr Philip Gilyon for Chargeurs, Granada and Pearson; Mr George Bompas, QC and Miss Rosalind Nicholson for Reed; Mr Robert Hillyard, QC, for BSBH; Mr Michael Todd for News International plc; Mr Alastair Walton for British Sky Broadcasting Group plc and its subsidiary companies.
MRS JUSTICE ARDEN said that the essence of LMS's 14 heads of complaint, as an initial subscriber to BSBH, was that it had been substantially and unfairly prejudiced during the five rounds of BSBH's financing and by the eventual merger of BSBH with BSkyB.
BSBH had been incorporated in July 1986 to act as vehicle for a consortium which had been successful in its bid for a franchise to be granted by the Independent Broadcasting Authority; £625 million capital being then envisaged.
Difficulties and delays had led to much more capital being needed, for example, the penultimate round of financing had provided for an increase in BSBH's issued share capital to over £160 billion and had led to the merger decision.
Her Ladyship set out the history and the petitioner's allegations in detail and continued that section 459 had to be viewed in the context of legislation and case law, which provided extensive minority protection in specific areas.
The leading authority was now Re Saul D. Harrison &...
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