Unfair Prejudice Circular

This circular examines a number of unfair prejudice petitions that recently came before the courts. We discuss what these cases tell us about how the courts are currently approaching a range of issues

20 March 2019

Unfair prejudice disputes are essentially commercial divorces: they result from the breakdown of an important relationship which is often founded upon mutual trust. These disputes are therefore typically fractious, hard fought, and expensive, and we predict an increase in their number over coming months as the UK economy struggles on multiple fronts.

In this circular we analyse recent unfair prejudice petitions around five themes. These themes include, perhaps most importantly, the nature of the court’s jurisdiction to overwrite articles of association and shareholders' agreements by reference to equitable principles. These equitable principles are founded on unwritten and more informal agreements between shareholders (often demonstrated by a long standing course of conduct) and, while often beneficial to minority shareholders seeking protection, they do introduce considerable uncertainty into this area of the law.

We conclude the circular with some practical tips for those either bringing or defending unfair prejudice claims based on the five trends we have analysed. The reader looking for a quick fix should move straight to these tips.

Please download the report using the link below. You can join the conversation on Twitter using the hashtag #UKUnfairPrejudiceDisputes.

Key contact

Michael Ward

Michael Ward Partner

  • Shareholder disputes, partner disputes and LLP disputes
  • Director duty disputes
  • Material contract disputes

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