Unfair prejudicial conduct

Section 994(1) Companies Act 2006, replacing section 459 Companies Act 1985, provides that a member of a company may apply to the court by petition for an order on the ground:

(a) that the company’s affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or

(b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.

Cases law reveals that section 994 may be used to obtain a personal remedy despite the proper claimant rule.

Section 112 defines ‘a member’ as a subscriber to the company’s memorandum and ‘every other person who agrees to become a member of the company and whose name is entered in its register of members’. The section is satisfied whenever a person assents to become a member without the necessity of a contract in the strict sense (Re Nuneaton Borough Association Football Club Ltd (1989)).

You can download Companies Act 2006 here: http://www.legislation.gov.uk/ukpga/2006/46/pdfs/ukpga_20060046_en.pdf

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Unfair prejudicial conduct - Conduct of the company’s affairs

Section 994(1) states that a petitioner must establish unfairly prejudice conduct arising from some corporate act or omission, including any act or omission on the company’s behalf.

A special resolution to amend the articles to exclude pre-emption rights in a company could amount to unfairly prejudicial conduct in the company’s affairs (Re Smiths of Smithfield Ltd (2003)).

The action of the board of directors is clearly conduct of the company, but disputes between shareholders relating to dealings with their shares is not (Re Unisoft Group Ltd (No. 3) (1994)).

David Richards J in Re Coroin Ltd, McKillen v Misland (Cyprus) Investments Ltd (2012) stated that the conduct complained of must centre on how the company affairs have been managed, therefore personal disputes between the shareholders is generally fall outside the scope of section 994, unless the personal disputes in question translate into acts or omissions of the company or the conduct of its affairs. The relations between the shareholders inter se are adequately governed by the law of contract (including the section 33 provision) and tort. In addition, shareholder agreements and service contracts shall be included (Re Ringtower Holding plc (1988)).

In Re Legal Costs Negotiators Ltd (1999), the company was incorporated by four individual, who were the equal shareholder, and also the employees and directors of the company. One of them was dismissed as an employee and he resigned from the board before the others resolve to remove him. He remained as a shareholder. The majority petitioned under section 459 Companies Act 1985 seeking an order that he should transfer his shares to them. This was rejected by the court because the majority shareholders could prevent any prejudice being inflicted by him on the company. Simply remaining as a shareholder was not conduct relating in the company’s affairs. According to the court, the conduct complained of must be something relates to the company affairs, rather than an individual shareholder in his private capacity. 

However, in the case of Re Home & Office Fire Extinguishers Ltd (2012), two brothers (S and G) were the directors and equal shareholders in the company. S attacked G with a hammer at the company’s premises following G’s refusal to make a salary advance. G had refused because the company was in a poor financial state. S was charged with GBH but was acquitted. The judge held that S’s conduct related to the company affairs because it was a breach of the implied understanding that he and G would act properly and in good faith towards each other. It was a single event which made it impossible for them to continue their association as directors and shareholders in the company. The court therefore ordered S to sell his shares to G.

In Re Phoneer Ltd (2002) it was held that where the petitioner is withdraws from the management of the company in breach of an undertaking given by him, while not strictly speaking an act of the company, did fall within the scope of conduct of the company affairs. However, a strict line is drawn where the conduct in question is that of something relates to the company affairs, rather than the shareholder or director in his private capacity.

In Oak Investment Partners XII, Limited Partnership v Boughtwood (2009), Sales J stressed that the provision was concerned with the practical reality which obtained on the ground in relation to the conduct of a company’s affairs, therefore it make sense for the exclusion of a director or senior employee from the management to be qualified as conduct of the company’s affairs. He took the view that in deciding whether a particular conduct is fall within the scope in the provision, the courts have the take into account many considerations to check what might constitutes the carrying on of the company’s affairs. He considered that the conduct if a significant shareholder or director who improperly asserts control over the management of the company’s affairs may be acting in an unfairly prejudicial manner. Furthermore, the conduct need not be done in the capacity as a director, acting as a senior manager may also be sufficient to attract the relief under the provision. In such situations the court may order the shareholder who has caused the unfair prejudice to sell his shares to the petitioner.

The conducts of a parent company can be regarded as falling within its subsidiary company’s affairs. In Nicholas v Soundcraft Electronics Ltd (1993), the Court of Appeal held that the failure of a parent company (Electronics) to pay debts due to its subsidiary (in which the petitioner was a minority shareholder) constituted acts done in the conduct of the company affairs. Conversely, Sir Martin Nourse in Re City Branch Group Ltd, Gross v Rackind (2005) took the view that in the right circumstances the conducts of a subsidiary also can be regarded as falling within the its holding company’s affairs. As Phillimore J in R v Board of Trade, ex p St Martins Preserving Co Ltd (1965) stressed that the subsidiary’s affairs can be affairs of its holding company, as in the case itself, the directors of the holding company, which representing a majority of the directors of the subsidiary, are necessarily controls the subsidiary’s affairs.

In Lloyds v Casey (2001) the court permitted the petitioner to include allegations relating to conduct which took place before he became a registered shareholder in the company on the basis that the section states that ‘the company’s affairs are being or have been conducted in an unfairly prejudicial manner’.

Unfair prejudicial conduct – Interest qua member

The petitioners must establish that his or her interests as a member have been unfairly prejudiced as a result of conduct on the part of the company.

The word ‘interest’ is wider than legal rights. Peter Gibsons J in Re Sam Weller & Sons Ltd (1990) opined that the term ‘interest’ has been used because the Parliament has recognised that members may have different interests, even if their rights as members are the same.

Members have an interest in the value of his or her shareholding. In Re Bovey Hotel Ventures Ltd (1981), Slade J held that a member of a company will be able to bring himself within the section if he can show that the value of his shareholding in the company have been seriously jeopardized by reason of a course of conduct on those who had de facto control of the company, which has been unfair to the member concerned.

Hoffman J (as he then was) in the case of Re a Company (No. 00477 of 1986) (1986) stressed that generally the provision must be limited to conduct which is unfairly prejudicial to the interest of the members as members. However the application must take into account that the interests of a member are not necessarily limited to his strict legal rights under the company’s constitution. The term ‘unfairly’ in the provision, just as the term ‘just and equitable’ in section 122(1)(g), enables the court to have regard to wider equitable consideration. He went on to illustrate some typical example how the equitable considerations may come into play in practice. In a small private company, a shareholder may have a legitimate expectation that he will continue to be employed as a director and his dismissal form that office and exclusion from the management of the company may therefore be unfairly prejudicial to his interest as a member.

The question of whether a court will recognise a member’s so-called legitimate expectations as falling within interests which may be unfairly prejudiced has recalled the Lord Wilberforce’s development in the case of Ebrahimi v Westbourne Galleries Ltd (1973). As I mentioned above, the court will take into account a wider equitable consideration, rather those strict legal rights of the member as provided in the company’s constitution, Companies Act and other relevant collateral agreements, to see whether the court shall give effect to the so-called legitimate expectation, only if:

(a) The basis of the business association was a personal relationship and mutual confidence (generally found where a pre-existing partnership has converted into limited company)

(b) An understanding that all or certain shareholder (excluding ‘sleeping’ partners) will participate in management

(c) There was a restriction on the transfer of members’ interests preventing the petitioner leaving.

Even though the parties have not expressly agreed that the petitioner will participate in the management of the company, the court may imply such an undertaking from the conduct of the parties (Re Fildes Bros Ltd (1970)).

However the House of Lords in O’Neill v Phillips (1999) has reconsidered the Lord Wilberforce’s development and placed some judicial scrutinizes on it. Here P used to be the sole shareholder and director in the company. He gave 25% shares to one of his manual workers, O, and appointed him as a director. A year later the appointment of O, S retired from the management, leaving O as sole director. When a dividend was declared, P waived a third of his 75% entitlement in favour of O to produced equality. There has also been discussion that O may obtains a 50% shareholding, but no agreement was concluded. Subsequently P discovered that the company was having financial difficulty and decided to return to the management. He gave O the option of managing, the UK or German branches of the business. O chose to go to Germany and remain on the board as an ordinary director. Later P told O that he would be paid only his salary and any dividend payable upon his 25% shareholding. O issued a petition under section 459 Companies Act 1985, claiming that the company’s affairs were being conducted in manner that is unfairly prejudicial to his interest qua member. The petition was refused in the first instance, but was granted in Court of Appeal. House of Lords allowed the P’s appeal, held that the O’s interest was not unfairly prejudiced by P’s conduct.

House of Lords held that P’s conduct would have been unfairly prejudicial if he used his majority voting power to exclude O from the business. This he had not done, and P simply revised the terms of O’s remuneration. This was not unfairly prejudiced to O’s interest because the negotiations between them for O to obtain more shareholding was not concluded in contract, so no contractual undertaking had been entered into by them. The negotiation itself is insufficient to constitute a legitimate expectation and bring in the equitable consideration. O therefore failed to prove that P’s conduct was both unfair and prejudicial.          

According to Lord Hoffman:

(a) A company is an association of persons for an economic purpose, usually entered into with legal advice and some degree of formality. Thus the manner in which the company’s affairs may be conducted shall refer to the article of association and other collateral agreements between the shareholders.

(b) The company has developed seamlessly from the law of partnership, which was treated by equity, as a contract of good faith. Thus in appropriate circumstances, the principle of equity shall be carried over company law to constrain the exercise of strict legal rights in certain relationships which would be considered as contrary to the good faith.

(c) However the complain of unfairness will not ordinarily available to the member of company, unless there has been some breach of the terms on which the parties agreed that the affairs of the company should be conducted.

(d) The petition may be allowed if equitable considerations make it unfair those conducting the company’s affairs of the company to rely upon their strict legal rights, which is in breach of the agreement between the parties.

In Re a Company (No. 004377 of 1986) (1987), the majority, including the petitioner, voted for a special resolution to amend the company’s article so as to provide that a member, on ceasing to be an employee or director of the company, would be required to transfer his or her shares to the company. The petitioner was dismissed from his directorship as a result of management deadlock, and he was offered to sell his shares. He declined the offer and petitioned to the court under section 459 Companies Act 1985, arguing that he had a legitimate expectation to continue to participate in the management of the company which, he argued, was in essence a quasi-partnership. Hoffman J (as then he was) refused the petition and held that the conduct of dismissal was not contrary to the good faith because there has been a resolution that the petitioner is voted for and the petitioner shall be responsible for the bargain he made. Besides, there was no unfairness on the part of the offer, because the offer was valued by the company’s auditors in accordance with the pre-emption clauses.

In Re Saul D Harrison & Sons plc (1995), the company’s business was in jeopardy for years to the extent that any reasonable board would have put it into voluntary liquidation and distributed its considerable assets to the shareholders. The petitioner, who obtains “Class C” shares as a result of legacy, was entitled to the rights to dividends and capital distribution in a course of liquidation, but has no entitlement to vote. The Court of Appeal recognised that the personal relationship between a petitioner and controlling members may be one that could give rise to legitimate expectation, however Hoffman LJ stressed that in the absence of ‘something more’, there can be no basis for finding a legitimate expectation which goes beyond the articles. In the case itself, the petitioner’s rights were exhaustively laid down in the articles of association.

It appears that how the petitioner obtains the share is an influential factor in the finding of legitimate expectation (Re Saul D Harrison & Sons plc). In Jackman v Jackets Enterprise Ltd (1977), the petitioner’s claim that her exclusion from participating in the company’s management constituted oppression was dismissed. The court, in finding no such expectation on her part, had regard to the fact that she had acquired her shares by way of gift.

It appears that a legitimate expectation is more likely to be found in small quasi-partnership types of private limited companies where the joint ventures enter into business on the basis of certain fundamental understandings about management participation (Strahan v Wilcock (2006)). Vinelott J in Re Blue Arrow plc opined that, the outside investors of public listed companies assume that the company’s affairs would conducted in accordance to the constitution and Companies Act, which render no room for any legitimate expectation to be founded.

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Unfair prejudicial conduct – Unfair Prejudice

The conduct complained of must be both prejudicial and unfair to the relevant interests (per Arden LJ in Re Tobian Properties Ltd (2012)).

The statutory provision does not define unfairly prejudice conduct, and early cases took the view that unfair prejudice should be objectively determined.

Slade J in Bovey Hotel Ventures Ltd (1981) stressed that the test is whether a reasonable bystander observing the consequence of the conduct in question would regard it as having unfairly prejudiced the petitioner’s interest.

The Court of Appeal in Re Saul D Harrison & Sons plc (1995) took the opportunity to re-examine the objective concept of unfair prejudice. Hoffman LJ doubted the appropriateness of objective standard, by which the fairness under section 459 must be viewed in the context of a commercial relationship and that the article of association are contractual terms which govern the relationship of shareholders with the company and among themselves inter se. He stressed that the starting point in any case under section 459 will be to ask whether he conduct of which the shareholder complains was in accordance with the articles of association, rather than be determined by a reasonable bystander.   

As I mentioned above, Lord Hoffman in the case of O’Neill v Phillips (1999) has reconsidered the issue and reformulated the test. In order to establish unfair prejudice, a petitioner must prove either a breach of contract (referable to the article of association or shareholders’ agreement), or a breach of some fundamental understanding in which case equity will intervene to preclude the majority from breaching such an obligation despite the fact that it lacks contractual force.  

In shorts, the court will first looks at whether or not the conduct complained about is in accordance to the article of association and other collateral agreements between the shareholders. If it is not, the court will next consider the scope of any fundamental understandings between the parties. Unfairness is not to be tested by reference to subjective notions of fairness but is to be determined by applying settled equitable principle to see whether the conduct of majority was contrary to the good faith in the eyes of equity (Re Guidezone Ltd (2000)).

Examples of unfair prejudicial conduct

(i) Exclusion form management

This is the typical kind of unfair prejudicial conduct. As I mentioned above, in a small quasi-partnership type of company a member may, on the basis of a fundamental understanding between the parties that he shall continue to participate in the management of business notwithstanding that a director could be legally removed by ordinary resolution under section 168 Companies Act 2006.

For example, in Re Ghyll Back Driving Range (1993), the company was incorporated by 4 individuals to operate a golf range. They were each equal shareholders and director. Subsequently the parties fell out and the petitioner was increasingly isolated. It was alleged that the business was run without consulting him. It was held that the petitioner had indeed been unfairly excluded from the management of the company where it was contemplated that the business would be managed by all four for the mutual benefit. The court therefore ordered the majority to purchase the petitioner’s shares.

Such legitimate expectation is hard to be founded in case of an outside investor because the expectations of such members rarely go beyond the hope of obtaining a return on their investment (Re Blue Arrow plc (1987) and Re Posgate & Denby Agencies Ltd (1987)). For example, in Re Tottenham Hotspur plc (1994), the petitioner failed his action because the court held that he could have no legitimate expectation of remaining in the control of the company.

In a situation where the exclusion of management was a result of deadlock between the parties, early case like Re R A Noble & Sons (Clothing) Ltd (1983) suggested that it may justify the winding-up order under the just and equitable ground, but once the petitioner was partly to blame for contributing the deadlock in relations, the petitioner is not entitled to rely on the provision of unfair prejudicial conduct whatsoever.

However more recent authority, like in the case of Re XYZ Ltd (No. 004377 of 1986) (1987), showed the court’s reluctance in following the fault-based approach. Hoffman J drew an analogy between the unfair prejudicial conduct petition and old-style divorce cases, commended that it is practically impossible for two people to work together without fault on either side. Indeed, the parties may have come together with a confident expectation of being able to co-operate but found that insurmountable differences in personality made it impossible. Following the above, if one of them is asking the other to leave the business, it cannot be automatically be regarded as having acted in a manner unfairly prejudicial to the interests of the other, rather, this might be the only solution for them.

However the move away from a fault-based approach does not permit a shareholder to withdraw unilaterally from a company and demand that a majority should buy him out (per Lord Hoffman in O’Neill v Phillips). This could be seen in Phoenix Office Supplies Ltd v Larvin (2003), where the petitioner, who held one-third of the shares in the company, wished to terminate his association with the business for personal reasons. He resigned his employment and gave notice of his intent to resign his directorship once his shares at their full value and without discount to reflect his minority shareholding had been agreed. He alleged that the two remaining shareholders had wrongfully excluded him from his entitlement as director to access financial information thereby preventing him from protecting his interest as a shareholder. The Court of Appeal held that the conduct of the majority did not amount to unfairly prejudicial conduct. According to Jonathan Parker LJ, section 459 does not confer a member of a quasi-membership company a contractual right to demand an offer for the purchase of his shares at full and undiscounted value for entirely his own reasons.   

(ii) Mismanagement

The courts are reluctant to find a management decision by the board or majority could amount to unfair conduct. It has long been settled that the courts will not interfere with a bona fide business decision made by a company’s board or its majority shareholder (the internal management rule), except where there is a clear conflict of interests (Nicholas v Soundcraft Electronics Ltd (1993)).

In Re Elgindata Ltd (1991), it was alleged that, inter alia, that the controlling director had managed the company incompetently. Warner J refused to grant relief, stressed that poor management due to a breach by a director of his duty of skill, care and diligent, is prima facie cannot result on unfairness to a shareholder. Indeed, the risk of poor management is a reflection of the value of the shareholder’s investment in the company, the shareholder has on one to blame for the events but himself.

This could be seen in the case of Re Macro (Ipswich) Ltd (1994), where an allegation of mismanagement resulting in economic loss to the company was found to amount to unfairly prejudicial conduct. The evidence showed that the event has goes on for a period of 40 years, in which the sole director of two associated companies in questions neglected his management responsibilities and this was exploited by dishonest employees who stole commissions earned by the state agency arm of the business. In granting the relief, Arden J distinguished the fact with the case of Re Elgindate Ltd (1991), held that an unfair prejudice conduct could be found, if the majority has persisted in retaining a family member, who was demonstrably incompetence, in charge of the management of the company.  

For an allegation of mismanagement to succeed, Court of Appeal in Re Saul D Harrison & Sons plc (1995) stressed that it would need to be proved that the directors had abused their powers or exercised them for some ulterior purpose so as to step outside the bargain between the shareholders and the company.

In Oak Investment Partners XII, Limited Partnership v Boughtwood (2009), a petition was allowed where a significant shareholder was appointed to the management and engaged in a course of conduct involving improper assertion of rights of control over the practical management of the company’s affairs. 

(iii) Breach of director’s fiduciary duties

There have been a number of successful petitions where the allegation has centred on directors acting in breach of their fiduciary duties.

Mere loss of trust is insufficient to found a petition under section 994 (Re Jayflex Construction Ltd (2003)).

In Re London School of Electronics Ltd (1986), it was alleged that those in control of the company had misappropriated its assets by diverting them to another business owned by them. It was held that the conduct was unfairly prejudicial to the interests of the petitioner as a member of the company.

In Re Elgindata Ltd (1991), the director has misappropriated the company assets, for his personal benefit and for the benefit of his family and friends, and this has become decisive factor in the court’s finding that his conduct was unfairly prejudicial to the interests of minority shareholders.

In Re Little Olympian Each-Ways Ltd (No. 3) (1995), the directors sold the company’s business at a substantial undervalue to another company as part of a wider transaction from which they derived significant personal benefits. The petition was allowed.

In Dalby v Bodilly (2005), the only director of the company, has allotted himself an additional 900 shares, was held to be unfairly prejudiced to the petitioner. According to Blackburne J, by allotting himself additional shares, the director, he was plainly putting his own interests before the petitioner, which as a consequence had forfeited the petitioner’s confidence in his ability to conduct the company’s affairs in a proper way.

Other examples of successful section 994 petitions brought for breach of fiduciary duties include allegations that directors have made secret profits (Re a Company (No. 005287 of 1985) (1986)); have exercised their powers to issue and allot shares for an improper purpose, for example, to reduce the petitioner’s shareholding (Dalby v Bodilly (2005)), have diverted a corporate opportunity (Gerrard v Koby (2004)); and have abused their powers by recommending shareholders to accept the lower of two offers for the shares of the company without disclosing that they were promoters of the company making the lower offer (Re a Company (No. 008699 of 1985) (1986)).

(iv) Excessive remuneration and the failure to pay dividends

The courts are generally reluctant in determining whether there is excessive remuneration because it is a business judgment that shall be determined in the general meeting or the board itself. As long as it has honestly and genuinely determined the level of remuneration, the court will not enquire whether the award was reasonable (Re Halt Garage (1964) Ltd (1982)).

In extreme case the court will be prepared to hold that the failure to pay dividend or excessive remuneration would amount to unfairly prejudicial conduct.

In Re Sam Weller & Sons Ltd (1990), it was alleged the company had not increased its dividend in 37 years, despite the company’s positive performance in the years leading up to the petition. The court held that the company’s persistent failure to pay higher dividends amounted to unfairly prejudicial conduct.

In Re a Company (No. 004415 of 1996) (1997), the Vice Chancellor observed that if remuneration and dividend levels cannot be justified by ‘objective commercial criteria’ it would seem to follow that the company’s affairs have been managed in a way unfairly prejudicial to the interests of the shareholders who are not directors.

In Re Cumana Ltd (1986), Vinelott J held that the remuneration was plainly in excess of anything that the director had earned.

In Re Saul D Harrison & Sons plc (1995), the same judge refused to recognise the excessive remuneration because the alleged sums did not exceed those which other comparable companies paid their executive directors.

In Anderson v Hogg (2002), the director pay himself an unauthorized and excessive sum as a redundancy payment was held to be unfairly prejudicial to the petitioner’s interest.

In Re Tobian Properties Ltd (2012), the majority shareholder, who was also the sole director of the company, had awarded himself excessive remuneration. The Court of Appeal has allowed the petition. Arden LJ commended that if the minority shareholders did not read their company’s account in order to monitor whether there is excessive remuneration, they are at risk of losing their right. Although this approach imposes a requirement for diligence, but this requirement has no basis in the statutory provisions or in principle or authority.

Unfair prejudicial conduct – Remedies

If the petitioner establishes unfairly prejudicial conduct, section 996(1) of the Companies Act 2006 provides that the court ‘may make such order as it thinks fit for giving relief in respect of the matters complained of’.

The court has an extreme wide discretion as to what type of relief should be granted, and even as to whether relief should be granted at all.

An award of damages for reflective loss may be granted (Re Brightview Ltd (2004)).

In Whyte Petitioner (1984) the court issued injunction to prevent the majority shareholders removing a director from the board. In Re a Company (No. 002612 of 1984) (1985), the court issued an interlocutory injunction to prohibit a proposed allotment of shares which would have the effect of diluting the petitioner’s shareholding.

Section 996(2) specifies certain remedies that may be granted.

Section 996(2)(c) empowers the court to authorize a petitioner who successfully establishes unfairly prejudicial conduct, for instance by way of a director’s breach of duty, to bring an action in the name of the company. Such an order is granted in the case of Re Cyplon Developments Ltd (1982), in which the petitioner could avoid the procedural complexity of a derivative claim.

With respect to the costs, Hoffman J in Re Sherborne Park Residents Co Ltd (1987) suggested that a petitioner bringing a derivative action under this provision would be entitled to an indemnity by way of a Wallersteiner v Moir (No. 2) (1975) order, provided that he acted reasonably in bringing the action (Wallersteiner v Moir (No. 2)).

The most common remedy sought is the purchase of shares under section 996(2)(e). For quoted companies valuing shares is a fairly straightforward exercise because reference can be made to their market price. In relation to unquoted companies, the court has a wide discretion to do what is fair and equitable in all the circumstances of the case and under the Civil Procedure Rules the court is expected to adopt a vigorous approach towards share valuation (North Holdings Ltd v Southern Tropics Ltd (1999)). 

In Re Bird Precision Bellows Ltd (1984), the Court of Appeal stressed that the overriding objective was to achieve a fair price and that normally no discount would be applied given that the petitioner is an unwilling vendor of shares in a quasi-partnership private company. If the shareholding is acquired by way of an investment, a discount may be fair, so as to reflect the fact that the petitioner has little control over the company’s management (per Lord Hoffman in O’Neill v Phillips).

In Irvine & Ors v Irvine (2006), the court held that for the purpose of a buyout ordered following a successful petition under section 994, a shareholding of 49.96 per cent was to be valued as any other minority holding. It held that no premium should be attached to the shares simply because the buyer was the majority shareholder who would gain control of the whole of the issued share capital. 

You can read the majority rule and overview of shareholder's remedies here: http://thewallyeffect.blogspot.my/2017/10/the-majority-rule-and-shareholders.html

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