Source: All England Reporter
Publisher Citation: [2013] All ER (D) 52 (Jul)
Neutral Citation: [2013] EWCA Civ 781
Court: Court of Appeal, Civil Division

Lady Justice Arden, Lord Justice Moore-Bick and Lord Justice Rimer

Representation Lord Goldsmith QC, Philip Marshall QC, Richard Hill QC and Gregory Denton-Cox (instructed by Herbert Smith Freehills LLP) for the petitioner.
  Kenneth MacLean QC, Edmund Nourse, Sa'ad Hossain and Emma Jones (instructed by Weil, Gotshal & Manges) for the first, third and fourth respondents.
  Stephen Auld QC, Michael Fealy and Michael d'Arcy (instructed by Quinn Emanuel Urquhart & Sullivan LLP) for the second respondent.
Judgment Dates: 3 July 2013


Company - Member - Unfair prejudice to member's interests - Shareholders' agreement pre-emption rights - Petitioner being shareholder in company - Other parties acquiring effective control over company - Petitioner seeking relief for unfair prejudice - Petitioner alleging share transfer being contrary to pre-emption rights in shareholders' agreement - Judge finding no breach of pre-emption rights - Petitioner appealing - Whether share transfer being in breach of shareholders' agreement - Whether transfer of proprietary interest in shares having taken place - Whether breach of obligation of good faith - Whether pre-emption rights having been triggered.

The Case

Company Member. The petitioner's application for relief under s994 of the had been dismissed. The Court of Appeal, Civil Division, dismissed his appeal as, on the facts, there had been no breach of the shareholders' agreement and he had not been unfairly prejudiced.

Practice Areas

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