Source: All England Reporter
Publisher Citation: [2015] All ER (D) 218 (May)
Neutral Citation: [2015] EWCA Civ 536
Court: Court of Appeal, Civil Division

Sir Terence Etherton, Lord Justice Lewison and Lord Justice McCombe

Representation David Chivers QC and Andrew Thompson QC (instructed by Herbert Smith Freehills LLP) for A.
  Kenneth MacLean QC, James Potts QC and Sam O'Leary (instructed by Slaughter and May) for the defendants.
Judgment Dates: 20 May 2015


Company - Transfer of shares - Validity of transfer - Claimant owning shares in company - Other shareholders forming corporate vehicle to acquire company - Other shareholders selling shares - Claimant refusing to sell shares - Claimant bringing proceedings, contending unfair prejudice - Claim being dismissed - Whether judge erring.

The Case

Company Transfer of shares. The claimant owned shares in a company. Other shareholders formed a corporate vehicle, by which they sought to acquire all shares in the company. All members of the company except the claimant accepted the offer. The claimant brought proceedings, contending that unfair prejudice had occurred, including that the company had sought to expropriate his shares at a gross undervalue. His claim was dismissed. The Court of Appeal, Civil Division, in dismissing the claimant's appeal, set out the principles, extracted from previous authority, as to the conditions for an effective challenge to an alteration to a company's articles.

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