Just and equitable winding up and buy out shares

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  • Created by: mellon
  • Created on: 28-04-14 20:31
What section governs winding up?
s122 Insolvency Act
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Who can present a petition?
Company, directors, creditors, contributory (shareholder who hasn't fully paid up.)
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When can normal shareholders bring a petition?
If there will be a surplus after the winding up Re Rica Gold
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Is the petitioner's conduct relevant?
Yes, must come with clean hands, can't benefit from own wrongdoing
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What happened in Ebrahimi v Westbourne Gallaries?
Partners incorporated business, became shareholders and directors. Son joined them later. Son and father tried to remove Ebrahimi as director, but he had an expectation that he would have that role
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What is the 'something more' you need for just and equitable winding up?
Personal relationship with mutual confidence, expectation of management participation or restriction on selling shares
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What happens if you are offered fair value for shares and refuse?
If you lose action you have to pay 100% of the opposition's legal costs
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Are the other shareholders entitled to buy the shares at a discount?
No, no discounts
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How do you determine the value of a minority shareholder's shares?
By a competent expert, usually company auditor though he can be biased
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What does the comapny need in order to make an offer?
Resources to satisfy their offer
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Equaility of arms means...
Getting equal access to company info as a minority shareholder
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Other cards in this set

Card 2

Front

Who can present a petition?

Back

Company, directors, creditors, contributory (shareholder who hasn't fully paid up.)

Card 3

Front

When can normal shareholders bring a petition?

Back

Preview of the front of card 3

Card 4

Front

Is the petitioner's conduct relevant?

Back

Preview of the front of card 4

Card 5

Front

What happened in Ebrahimi v Westbourne Gallaries?

Back

Preview of the front of card 5
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