UK:
Unfair Prejudice: To Buy-out Or Not To Buy-out, That Is The Question (for The Judge's Discretion)
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The types of remedies that should be granted in a shareholder
dispute was the main issue for determination in Ming Siu Hung
& Ors v JF Ming Inc and another, which arose in the
context of an unfair prejudice claim in the British Virgin
Islands.
At first instance, the BVI High Court was satisfied that there
had been unfairly prejudicial conduct by the majority shareholder
and granted a buy-out order. The Court of Appeal reversed the High
Court's buy-out order but upheld the findings of unfairly
prejudicial conduct.
The Privy Council reversed the findings of the Court of Appeal
and, holding that a buy-out order was appropriate in the
circumstances, it criticised unnecessary appellate interference
with the discretion of first instance judges. When a finding of
unfair prejudice is made, judges have very broad discretion to
determine what relief is suitable and this discretion should not be
interfered with.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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