18th Jan 2012

Facts

The petitioner (M) brought a petition alleging unfairly prejudicial conduct by the first and second respondents (N and W) in relation to the affairs of the third respondent company (J). M held her shares as nominee for an individual (S) who had been a minority shareholder in J, which operated a cab service in the London area to and from the nearby airports. The agreed position was that N and W should buy M's shares for one quarter of J's value as at August 31, 2005. M argued that a valuation on the basis of J's annual accounts was not appropriate, as its income and profits were not reflected in them, a substantial part of the income having been diverted into the hands of N and W.

Held

N had acted irregularly by, for a period of some 21 months, retaining the income from company jobs which had been carried out by drivers who had used two cars of his. That had caused some prejudice to S and would be reflected in the price at which M's shares should be bought. That apart, the allegations of wrongful diversion of income were not made out.

Comment

The court determined the price at which a minority shareholder's shares should be bought following the bringing of a petition alleging unfairly prejudicial conduct in relation to the relevant company's affairs


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