BL - Shareholders - Unfair prejudice

Question 1

Unfair Prejudice:
Who can apply for Unfair prejudice order under s.99
💩

Answer 1

A Member

Question 2

Unfair Prejudice:
Is negligent or inept malmanagement ‘unfair prejudice’?
🤡💩

Answer 2

No

Question 3

Unfair Prejudice:
Are disagreements as to company policy unfair prejudice?
💩

Answer 3

No

Question 4

Unfair Prejudice:
Does the claimant need to show bad faith?
💩😈

Answer 4

No

Question 5

Unfair Prejudice:

Does the claimant have to come to the court with clean hands?

😈🤲

Answer 5

No

Question 6

Unfair Prejudice:
Can Legitimate Expectation form the basis of unfair prejudice?
💩

Answer 6

Yes - especially in small companies where the shareholders expect to be involved.

Question 7

Unfair Prejudice:
What are the remedies for UP and what is the most common remedy?
💩

Answer 7

• The court has such power to grant such order as it thinks fit
  🦸
• the most common order is the repurchase of the petitioner’s shares.
  👉🏭

Question 8

Unfair Prejudice:
How are shares valued?
💩

Answer 8

a) use the method in the articles (if any)
📝
b) apply to court
- court will not normally apply a minority discount
- valuation date is the date of the court order
- behaviour of claimant may be relevant e.g. if they previously rejected a reasonable order.