Category: unfairly prejudicial conduct

A limitation period applies to unfair prejudice petitions under section 994 of the Companies Act 2006 (THG Plc and others v Zedra Trust Company (Jersey) Limited) – Gatehouse Chambers

Posted April 19th, 2024 in appeals, chambers articles, company law, dispute resolution, limitations, news, time limits, unfairly prejudicial conduct by sally

‘Dispute Resolution analysis: The Court of Appeal has rejected 40 years of “received wisdom” among company law practitioners and has held that a limitation period of either twelve or six years (depending upon the relief sought) applies in respect of petitions under section 994 of the Companies Act 2006.’

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Gatehouse Chambers, 7th March 2024

Source: gatehouselaw.co.uk

Unfair prejudice claim in a long-standing rags to riches family dispute has failed (Pickering v Hughes and ors) – Gatehouse Chambers

Posted April 12th, 2023 in administrators, chambers articles, company law, dispute resolution, news, unfairly prejudicial conduct by sally

‘Dispute Resolution analysis: Following a liability trial, an unfair prejudice petition under section 994 of the Companies Act 2006 has been dismissed. None of the alleged instances of unfair prejudice directed against the Respondents was made out.’

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Gatehouse Chambers, 23rd March 2023

Source: gatehouselaw.co.uk

Stevie Martin: Bullying, threatening and animus: what remains of the rule against apparent bias following the Supreme Court’s judgment in Serafin? – UK Constitutional Law Association

Posted July 22nd, 2020 in appeals, bias, bullying, constitutional law, defamation, judges, media, news, public interest, Supreme Court, trials, unfairly prejudicial conduct by sally

‘At the heart of the Supreme Court judgment in Serafin v Malkiewicz was the question of whether the Court of Appeal was correct in finding that the defamation proceedings before Justice Jay had been unfair (though the Court’s reasons with respect to the public interest defence under s 4 of the Defamation Act 2013 are also profoundly significant).’

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UK Constitutional Law Association, 22nd July 2020

Source: ukconstitutionallaw.org

Claims by clubs in the event of a cancelled season – Littleton Chambers

Posted May 7th, 2020 in chambers articles, coronavirus, news, sport, unfairly prejudicial conduct by sally

‘In this short piece, Andrew Nixon and Alex Harvey of Sheridans Sports Group, and David Reade QC and Nick Siddall QC of the Littleton Sports Group consider some of the potential claims which may arise from league seasons being cancelled, with a particular focus on the Premier League. The authors also look at how any losses may be assessed.’

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Littleton Chambers, 7th May 2020

Source: littletonchambers.com

Derivative actions and unfair prejudice petitions, by Georgina Squire – Law Society Gazette

Posted September 25th, 2019 in company law, derivative claims, dispute resolution, families, news, partnerships, shareholders, unfairly prejudicial conduct by michael

‘Shareholder claims principally consist of unfair prejudice petitions (UPPs), instigated by members on their own behalf, and derivative actions (DAs), brought by the members on behalf of the company. Dinglis v Dinglis [2019] and Tonstate Group Ltd and Ors v Edward Wojakovski [2019] have developed the law surrounding a shareholder’s ability to bring UPPs and DAs. They involve family-run companies, providing cautionary tales for family members who choose not to formalise matters sufficiently.’

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Law Society Gazette, 23rd September 2019

Source: www.lawgazette.co.uk

Expert Evidence on Share Valuations: When to use hot tubbing in unfair prejudice petitions – 4 New Square

Posted August 1st, 2019 in accountants, civil procedure rules, company law, expert witnesses, news, practice directions, shareholders, unfairly prejudicial conduct by sally

‘A critical part of any unfair prejudice petition is the valuation of the minority shareholding. Paul Mitchell QC and Nigel Burroughs of 4 New Square were counsel on different sides in Swain v Swains Plc, a case in which the expert share valuation evidence was taken concurrently. They look at the pros and cons of hot tubbing, and offer practical advice on how to approach the way experts should give their evidence.’

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4 New Square, 22nd July 2019

Source: www.4newsquare.com

Shareholder Disputes in Sport – 4 New Square

Posted August 1st, 2019 in company directors, company law, news, shareholders, sport, unfairly prejudicial conduct by sally

‘As the law of unfair prejudice in the conduct of companies’ affairs has developed, sports clubs (particularly football and rugby clubs) have proved to be fertile sources of disputes between shareholders. In this article, we examine unfair prejudice petitions which have concerned the sports sector to look at the effects of those decisions and at what we can learn not just about the sorts of shareholder disputes which arise in sports clubs but also what we can learn from those decisions and apply to shareholder disputes in other contexts.’

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4 New Square, 24th July 2019

Source: www.4newsquare.com

High Court orders partner to sell his share of law firm – Legal Futures

Posted November 8th, 2018 in company directors, law firms, news, shareholders, unfairly prejudicial conduct by tracey

‘The High Court has ruled that a partner in a law firm who paid himself £16,500 after he had left the firm and was “effectively competing with it” breached his director’s duties.’

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Legal Futures, 8th November 2018

Source: www.legalfutures.co.uk

The court will not be used as “weapon of war”, judge warns family in costs row – Litigation Futures

Posted December 7th, 2016 in costs, delay, jurisdiction, news, shareholders, unfairly prejudicial conduct by tracey

‘The modern court will not allow itself to be used as a “weapon of senseless war”, a judge has warned a family locked in a bitter costs dispute.’

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Litigation Futures, 6th December 2016

Source: www.litigationfutures.com

Just and Equitable Winding – Up & Bankruptcy Trustees – New Square Chambers

Posted April 13th, 2016 in bankruptcy, insolvency, news, shareholders, trustees in bankruptcy, unfairly prejudicial conduct, winding up by sally

‘In a recent decision the Companies Court has held that trustees in bankruptcy do not need to satisfy the actual registration requirements set out in s.124(2)(b) of the Insolvency Act 1986 (“IA”) before presenting a just and equitable winding-up petition. For the first time, the decision in Stratford Edward Hamilton & James Ashley Dowers (Trustees in Bankruptcy of Charles Newell Brown) v Maureen Frances Brown & C&MB Holdings Ltd [2016] EWHC 191 (Ch)puts bankruptcy trustees in the same position as they are in with respect to unfair prejudice petitions and means that they do not have to wait a minimum of six months following their appointment to have the necessary locus to present a just and equitable winding up petition.’

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New Square Chambers, 11th April 2016

Source: www.newsquarechambers.co.uk

Maidment v Attwood and others – WLR Daily

Posted July 24th, 2012 in appeals, company law, law reports, shareholders, unfairly prejudicial conduct by tracey

Maidment v Attwood and others: [2012] EWCA Civ 998;  [2012] WLR (D)  220

“Where a minority shareholder had brought a petition under section 994 of the Companies Act alleging that remuneration paid to a director of a now insolvent company in liquidation was excessive and therefore unfairly prejudicial, there was no basis in the statutory provisions or in principle or in authority to impose a requirement for diligence on shareholders in regards to the company’s filed accounts.”

WLR Daily, 19th July 2012

Source: www.iclr.co.uk

Fulham Football Club (1987) Ltd v Sir David Richards and another – WLR Daily

Posted December 3rd, 2010 in arbitration, company law, law reports, sport, unfairly prejudicial conduct by sally

Fulham Football Club (1987) Ltd v Sir David Richards and another [2010] EWHC 3111 (Ch); [2010] WLR (D) 312

“The statutory right conferred on a member of a company to present an unfair prejudice petition under s 994 of the Companies Act 1996 was not an inalienable one: members of companies and the companies themselves could agree to refer disputes that might otherwise support unfair prejudice petitions to arbitration, provided that the types of remedies sought were not, inter alia, in a category that was limited by public policy or sought to bind third parties or affected the public at large, so as to limit the scope of the available arbitrations.”

WLR Daily, 2nd December 2010

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Oak Investment Partners XII v Boughtwood and others – WLR Daily

Posted February 10th, 2009 in company law, law reports, shareholders, unfairly prejudicial conduct by sally

Oak Investment Partners XII v Boughtwood and others [2009] EWHC 176 (Ch); [2009] WLR (D) 39

“In an appropriate case, where a significant shareholder, who, as a result of being such a shareholder, was appointed to a management role within the company, then engaged in a course of conduct in that role involving improper assertion of rights of control over the practical management of the affairs of the company, that conduct was capable of being conduct of the affairs of the company in an unfairly prejudicial manner for the purposes of s 994 of the Companies Act 2006.”

WLR Daily, 9th February 2009

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.

Hawkes v. Cuddy and Others – Times Law Reports

Posted August 15th, 2007 in company directors, insolvency, law reports, unfairly prejudicial conduct by sally

Declaration of criminality made in civil proceedings

Hawkes v. Cuddy and Others

Chancery Division 

“The court had power, in appropriate circumstances, to grant a declaration of criminality in civil proceedings brought by a private individual litigant.”

The Times, 14th August 2007

Source: www.timesonline.co.uk

Please note the Times Law Reports are only available free on Times Online for 21 days from the date of publication.

Hawkes v. Cuddy and others – WLR Daily

Posted August 8th, 2007 in company directors, insolvency, law reports, unfairly prejudicial conduct by sally

Hawkes v. Cuddy and others [2007] EWHC 1935 (Ch)

“The court had jurisdiction to grant a declaration on a petition brought under s 459 of the Companies Act 1985 where the unfair prejudice relied on was caused by the alleged contravention of s 216 of the Insolvency Act 1986 by a director of a company in liquidation who had become the director of another company that was known by a prohibited name.”

WLR Daily, 31st July 2007

Source: www.lawreports.co.uk

Please note once a case has been fully reported in one of the ICLR series the corresponding WLR Daily summary is removed.