Unfair Prejudice Order s994 2006 act

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  • Created by: mellon
  • Created on: 28-04-14 21:08
Examples of unfair prejudice
Issuing new shares below real value, unable to afford rights issue, excessive renumeration of directors, non-payment of dividends, delay in holding meeting, management exclusion
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The idea of 'commercial fairness' comes from...
Re Saul Harrison. Have to look at context and background, equitable and fair considerations and articles whether to allow minor breaches
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What needs to be established?
Unfair behaviour - from O'Neill
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What is the main case and what happened in it?
O'Neill - had 25 shares and was director. became managing d and got 50% of profits. O'neill removed as managing and said he could only have 25% of profits. O'neill claimed up but extra profits were for doing managing job
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Is the petitioner's behaviour taken into consideration?
It is discretionary, not like winding up
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What orders can the court make?
s996. Any as it sees fit. Reg of future affairs, interdict/SI, civil proceedings in C name, order to buy out shares, change memorandum and articles
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Do you need to consider the legitimate expectations of a shareholder?
No, not any more
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Who can bring an action?
Have to bring in a capacity as a member. But in Gamelstaden, petition allowed even if it only helped in capacity of creditor, not member
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Card 2

Front

The idea of 'commercial fairness' comes from...

Back

Re Saul Harrison. Have to look at context and background, equitable and fair considerations and articles whether to allow minor breaches

Card 3

Front

What needs to be established?

Back

Preview of the front of card 3

Card 4

Front

What is the main case and what happened in it?

Back

Preview of the front of card 4

Card 5

Front

Is the petitioner's behaviour taken into consideration?

Back

Preview of the front of card 5
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