Judgment was given last Friday in Waldron v Waldron [2019] EWHC 115 (Ch). Although first instance, the decision is an important one on the operation of the unfair prejudice remedy within Part 30 of the Companies Act 2006. The trial judge, HHJ Eyre QC, was required to consider the circumstances in which equitable considerations would make it unfair for those conducting the affairs of the company to rely on their strict legal rights. More specifically, was it necessary for all of the company's shareholders to be party to the relevant understandings in order for the equitable considerations to apply? No, answered HHJ Eyre QC, observing that "the presence of third-party rights is a potent factor in determining the
existence of the equitable constraints on the majority rather than an
absolute bar to such constraints" (para. [41]).
Update (11 April 2019) - a few days ago the ICLR published a summary of the decision: see here.
Monday, 18 February 2019
UK: England and Wales: equitable considerations and the unfair prejudice remedy
Judgment was given last Friday in Waldron v Waldron [2019] EWHC 115 (Ch). Although first instance, the decision is an important one on the operation of the unfair prejudice remedy within Part 30 of the Companies Act 2006. The trial judge, HHJ Eyre QC, was required to consider the circumstances in which equitable considerations would make it unfair for those conducting the affairs of the company to rely on their strict legal rights. More specifically, was it necessary for all of the company's shareholders to be party to the relevant understandings in order for the equitable considerations to apply? No, answered HHJ Eyre QC, observing that "the presence of third-party rights is a potent factor in determining the
existence of the equitable constraints on the majority rather than an
absolute bar to such constraints" (para. [41]).
Update (11 April 2019) - a few days ago the ICLR published a summary of the decision: see here.
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