Jurisdiction(s):
United Kingdom

Apex Global v Fi Call: principles and remedies for s 994 unfair prejudice and just and equitable winding up (s 122(1)(g)) (High Court, England and Wales)

Published on: 24 November 2015

Published by a LexisNexis Dispute Resolution expert

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Article summary

Practical implications

This judgment delivers a concise overview of the relevant legal principles for a CA 2006, s 994 unfair prejudice petition and/or an alternative claim for a just and equitable winding up under IA 1986, s 122(1)(g), together with the specific criteria needed to establish such claims. For additional guidance on pursuing these claims, see Practice Notes:

Unfair prejudice claim—what it is and when to use it
Unfair prejudice claim—the procedure
Just and equitable winding-up—what it is and when to use it
Just and equitable winding-up—the procedure

The key requirements for establishing a successful s 994 unfair prejudice petition

Hildyard J addressed this at paras [35]–[48]. Despite a tendency to treat s 994 as covering any conduct connected with or affecting the company, and the court’s flexible, expansive approach, three cumulative requirements must be satisfied. These include:

that the matters complained of are actual or proposed acts or omissions of the company, or amount to the conduct of the company’s affairs
that those matters have caused prejudice to the petitioner’s interests as a member of the company...

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