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...

Unfair prejudice petitions under section 994 Companies Act 2006: procedure, funding, delay, interim relief, pleadings, disclosure, valuation and costs (England and Wales)

Published by a LexisNexis Dispute Resolution expert

Practice notes

$imgtext$

This Practice Note reviews the principal procedural features of pursuing a section 994 Unfair prejudice claim (formerly a section 459 petition), including funding, limitation, a sketch of the process and costs considerations, as well as some general practical points. For an introduction to unfair prejudice petitions and examples of the varied factual situations and legal questions that can arise, see the following Practice Notes:

Unfair prejudice claim—what is it and when to use it
Unfair prejudice claims—illustrative decisions
Unfair prejudice claims—key and illustrative decisions [Archived]

Depending on the court in which your case is brought, you may also need to account for additional provisions—see below.

Funding the litigation

The Company’s Funds should not be deployed to bankroll litigation under section 994 of the Companies Act 2006 (CA 2006) without the unanimous consent of shareholders (Koza Ltd v Koza Altin Isletmeleri at para [63]). Misapplication of corporate assets to finance the defence—for instance by extending loans to the majority for that end—may itself amount to unfair prejudice (Jones v Jones) and can be restrained by injunction (Re Profile Partners at para [53]). Whether...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Mark Hubbard

New Square Chambers

Mark is a barrister with a reputation as a litigator in commercial litigation, contentious trusts, civil fraud, company, insolvency, regulatory cases as well as advisory work in those fields. His practice has a substantial offshore and international element. Mark has particular experience of litigation in the Bahamas, the Isle of Man, Gibraltar, Guernsey, Jersey, Singapore and Switzerland and is praised by clients for his quick grasp of complex cases, and for the quality of his advocacy, advice, and client skills. ...

Web page updated on 22/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...