Anna Lintner succeeds in obtaining relief for minority shareholder in Sophisticats lap dancing clubs following trial of unfair prejudice petition

News Anna Lintner 23rd December 2020

Anna has experience of a range of company law matters including shareholder disputes such as unfair prejudice petitions under s.994 Companies Act 2006, derivative actions and proceedings relating to the enforcement of directors’ duties. She recently appeared as sole counsel for the successful Petitioner in Langer v (1) McKeown (2) The Stratos Club Limited [2020] EWHC 3485 (Ch), the trial of an unfair prejudice petition.

Following a 9 day trial held in person in November 2020, Mr Nicholas Thompsell (sitting as a Deputy Judge of the High Court) determined that the Respondent – the majority shareholder and director of the company – had acted in breach of his duties as a director, the company’s articles of association and the obligation of good faith that he had assumed towards the Petitioner. The Judge found that the Petitioner had been unfairly prejudiced by, inter alia, the Respondent’s conduct in: causing companies owned and controlled by him to acquire the assets of the Sophisticats lap dancing clubs from the company’s subsidiaries at an undervalue; exploiting an opportunity to open a new Sophisticats club for himself rather than offering it to the company or its subsidiaries; and financially mismanaging the company and its subsidiaries. Such financial mismanagement included causing the company’s subsidiary to pay excessive salaries to himself and his family and friends and causing personal legal fees to be paid using company funds.

The Judge concluded that the appropriate remedy is for the Respondent to be ordered to purchase the Petitioner’s shares, at a pre-Covid pandemic value to be determined.

Anna appeared unled, instructed by Russells.

To read judgment click here

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Anna Lintner