Issues in Unfair Prejudice Petitions 2: Unfairness

Issues in Unfair Prejudice Petitions 2: Unfairness

CategoryArticles Author Anna Lintner Date

In this series of posts, Anna Lintner analyses key aspects of unfair prejudice petitions:

  1. What constitutes conduct of the company’s affairs?
  2. Unfairness

Section 994 Companies Act 2006 (“CA 2006”) permits a shareholder to petition the Court for relief on the basis that the affairs of the company are being conducted in a manner that unfairly prejudices their interests as a shareholder.

Unfairness in this context is not to be judged by reference to subjective notions of fairness; in order to establish unfairness, the petitioner will generally be required to show that the respondent has acted in breach of a recognised legal or equitable obligation. The nature and extent of those obligations will depend on: (i) the legal terms on which the parties agreed that the company would do business; and (ii) context, including the nature of the relationship between the parties, which may give rise to further obligations in equity: see the much-cited judgment of Lord Hoffman in O’Neill & Anor v Phillips & Ors[1] at 1098–1102.

You can read Anna Lintner’s full post on our Commercial, Construction and International Arbitration Blog here.

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