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...

Section 994 unfair prejudice petitions for UK companies: grounds, standing, illustrative conduct, and section 996 remedies with valuation approaches

Published by a LexisNexis Dispute Resolution expert

Practice notes

This Practice Note explains the nature of an Unfair prejudice claim or petition and identifies when it ought to be deployed to safeguard a minority shareholder’s rights. It further outlines illustrations of unfair prejudice and addresses the remedies that are on offer, with particular regard to section 996 of the Companies Act 2006 (CA 2006).

What is an unfair prejudice claim (a section 994 petition)?

An unfair prejudice claim is a statutory remedy for company members, set out in CA 2006, ss 994–999. Such claims proceed by way of petition and are therefore commonly known as section 994 petitions. A section 994 petition is the principal procedural mechanism by which a minority shareholder may obtain relief from the court due to ‘unfairly prejudicial’ behaviour by the majority. A glossary of the technical expressions employed in this Practice Note appears in the main section headed Terminology below...

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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 21/05/2026

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