Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Unfair prejudice definition

What does Unfair prejudice mean? Unfair prejudice describes a shareholder claim that the company’s affairs have been conducted in a way that unfairly harms the claimant’s interests as a member. In England & Wales, Scotland and Northern Ireland it is the statutory minority shareholder remedy under the Companies Act 2006, ss 994–999 (a “s.994 petition”). The Act states the test; case law defines what is “unfair” and “prejudicial”, including legitimate expectations in quasi‑partnership companies. In Ireland, similar relief is available under the Companies Act 2014, s 212 (the oppression remedy), which targets conduct that is oppressive or in disregard of a member’s...

CVA approval challenges: unfair prejudice and material irregularity—grounds, procedure, time limits, costs, FCA issues (England and Wales)

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

Grounds to challenge the company Voluntary arrangement

An applicant may contest the approval of a company voluntary arrangement (CVA) on one or more of the following bases:

the proposal, in whole or in part, does not amount to a composition or arrangement within section 1(1) of the Insolvency Act 1986 (IA 1986)
the arrangement causes Unfair prejudice to the interests of a creditor, member or contributory of the company
there has been a material irregularity at, or connected with, a company meeting or the relevant qualifying decision procedure (see SIP 6)

Although a CVA (or individual voluntary arrangement (IVA)) must be challenged through the statutory framework in IA 1986, the core principles of good faith and equal treatment—foundational to the pre‑1986 bankruptcy regime—help shape the application of those provisions (see Re New Look; while New Look was due to be taken to the Court of Appeal, the matter settled, so the first instance decision still stands).

A challenge to a CVA based on an irregularity relating to a decision taken at a company meeting, or a decision of the...

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Lexa Hilliard , KC

Wilberforce Chambers

Lexa Hilliard KC is a popular and well-respected silk who is recommended by the legal directories for commercial dispute resolution, commercial chancery, company, insolvency and professional negligence. Her expertise also covers arbitration, banking and finance as well as fraud. She is particularly known for her cross-border litigation experience, often involving an insolvency or civil fraud angle. Clients note that she is: 'keenly commercial, incredibly passionate and works seamlessly with the team' and that she has: 'hugely impressive advocacy skills and strategic input'. She regularly handles high value, legally complex cases in both the domestic and international market, acting both as advocate and expert. Her ability to be 'highly inventive and always think of new ways to approach a case" allied to her: "no-nonsense approach" ensure her success with judges and tribunals as well as clients....

Web page updated on 21/05/2026

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