Buying Out Minority Shareholders under the Companies Act 1985
Rights of Minority Shareholders
In the decision of the Court of Appeal in Profinance Trust SA v Gladstone (Case No: A3/2000/0435, 2 July 2001) (‘Profinance’), the rights of minority shareholders to have their shares purchased by other shareholders or the company under Sections 459-461 of the Companies Act 1985 (as amended) was extensively considered by Robert Walker LJ. It was concluded that the general purpose of these provisions is to provide a shareholder who has been unfairly prejudiced by the conduct of a company’s affairs with a remedy more flexible and less drastic than a winding up on “just and equitable” grounds.
However, Walker LJ observed:
‘It is well known among company lawyers that although Sections 459-461 were intended to provide a fairly summary remedy for minority shareholders who have been unfairly prejudiced, proceedings under the sections often become bogged down in a mass of written evidence containing numerous accusations and counter-accusations reminiscent of petitions and cross-petitions alleging cruelty under the old divorce law.’
Companies Act: Sections 459 & 461
Section 459(1) of the Companies Act 1985 (as slightly amended by the Companies Act 1989) provides as follows:
‘A member of a company may apply to the court by petition for an order under this Part on the ground that the company’s affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members (including at least himself) or that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.’
Section 461(1) and (2) of the Act provide as follows:
‘(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.
(2) Without prejudice to the generality of subsection (1), the court’s order may:
(a) regulate the conduct of the company’s affairs in the future;
(b) require the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do;
(c) authorise civil proceedings to be brought in the name and on behalf of the company by such person or persons and on such terms as the court may direct;
(d) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company’s capital accordingly.’
It was observed in Profinance that there ‘is a good deal of authority as to the circumstances in which Section 459 is engaged and as to the wide nature of the powers conferred on the Companies Court by Section 461 if it is satisfied that a Section 459 petition is well founded. Many of these cases are concerned with the circumstances in which the court should direct a purchase of shares under Section 461(2)(d) and with the basis on which the shares (almost invariably a minority holding) should be valued.’
In a “quasi-partnership” case where the petitioner is not at fault the court tends to favour an undiscounted share of the value of the company as a whole.
Date of Valuation and Interest under the Companies Act
The main question in Profinance was two-fold:
1. Does the court have the power to set an appropriate valuation date for the share purchase?
2. Does the court have the power to award interest from the date of valuation to the date of payment?
As to the appropriate valuation date, it was held that the court has a wide discretion in the matter. However, even a wide discretion to do what is fair must be exercised judicially and on rational principles.
As to the power of the court to award interest under a Section 461 order, it was held that an order for interest is not beyond the powers of the court. The court can make adjustments in the valuation process which means that the court is actually valuing shares, not as they are, but as they would have been if events had followed a different course; and that practice is regularly followed by the court in orders under Section 461(1). In these circumstances, it was held, a denial of the court’s power to award interest would be unacceptable.
Fair Valuation Date under the Companies Act
According to Walker LJ, the authorities show that there are two main considerations which the court has to bear in mind in deciding what valuation date is fair on the facts of the particular case:
1. One is that the shares should be valued at a date as close as possible to the actual sale so as to reflect the value of what the shareholder is selling.
2. The rival consideration is that the date of the petition is the correct starting point. This is because the date of the petition is the date on which the petitioner elects to treat the unfair conduct of the majority as in effect destroying the basis on which he agreed to continue to be a shareholder, and to look to his shares for his proper reward from participation in a joint undertaking.
Although the Court of Appeal in Profinance opted for the second (i.e. that the date of the petition should be the valuation date of the shares) as the better stating point, it did conclude that there may be circumstances where fairness would require that another date be used. Another date, according to Walker LJ, may be more fair in the following cases:
where a company has been deprived of its business, an early valuation date (and compensating adjustments) may be required in fairness to the claimant.
where a company has been reconstructed or its business has changed significantly, so that it has a new economic identity, an early valuation date may be required in fairness to one or both parties. But an improper alteration in the issued share capital, unaccompanied by any change in the business, will not necessarily have that outcome.
where a minority shareholder has a petition on foot and there is a general fall in the market, the court may, in fairness to the claimant, have the shares valued at an early date, especially if it strongly disapproves of the majority shareholder’s prejudicial conduct.
but a claimant is not entitled to a “one-way bet” and the court will not direct an early valuation date simply to give the claimant the most advantageous exit from the company, especially where severe prejudice has not been made out.
all these points may be heavily influenced by the parties’ conduct in making and accepting or rejecting offers either before or during the course of the proceedings.
Also, it should be noted that recent case law has clearly established the reluctance of the courts to allow section 459 of the Companies Act to be widely used to force the company’s hand when its controlling shareholders not acting improperly. The clear message from the courts is that the parties are expected to behave like adults and talk to each other with a view to one party being bought out.
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- Social Web School: An online platform offering courses and training programs in social media marketing, helping individuals and businesses master the art of leveraging social media for effective marketing strategies.
- Fresno Young Lawyers: An association supporting young lawyers in Fresno, California, providing networking opportunities, resources, and mentorship programs to help them succeed in their legal careers.
- Essay Helpers Pro: An academic writing service offering assistance with essays, research papers, and assignments, providing professional help to students to improve their academic performance.
- Educación Digital: A platform offering educational resources, online courses, and tools for digital learning, promoting the integration of technology in education.
- E-Marketing Key: A digital marketing agency providing strategic marketing solutions, including SEO, social media management, and online advertising, helping businesses increase their online visibility and reach.
- Auto-Moto1: An online platform providing news, reviews, and information about the automotive and motorcycle industry, catering to enthusiasts and keeping them updated with the latest trends.
- Turismo Atlixco: A website promoting tourism in Atlixco, Mexico, showcasing its attractions, accommodations, and activities to inspire travelers to visit and explore the city.
- Ultima Life Thailand: A wellness and lifestyle brand offering natural and organic products, promoting holistic well-being and providing health-conscious individuals with high-quality options.
- IUA Asia: A technology consulting company offering innovative solutions and services, specializing in software development, IT infrastructure, and digital transformation for businesses across Asia.
- Jinn Tech: A technology company providing cutting-edge solutions in artificial intelligence, machine learning, and data analytics, helping businesses harness the power of emerging technologies.
- Swiss Mind Sports: A platform promoting mental sports and games, providing resources, competitions, and a community for enthusiasts to engage and improve their cognitive abilities.
- The Dydy Shop: An online boutique offering trendy and fashionable clothing, accessories, and lifestyle products for women, providing a curated selection of unique items.
- Easy Pet Stuff: An online store offering a wide range of pet supplies, toys, and accessories, catering to the needs of pet owners and providing convenience in shopping for their furry friends.
- Street Music Charts: A platform showcasing and promoting independent musicians and their music, featuring charts, playlists, and opportunities for exposure in the music industry.
- Infinite Media Asia: A creative media agency specializing in digital marketing, content creation, and brand development, helping businesses establish a strong online presence and engage their target audience.
- GES Technical: A technology solutions provider offering consulting, installation, and support services for businesses, ensuring efficient and reliable IT infrastructure and systems.
- Tech Guy Ryan: A technology blog and resource website providing tips, guides, and reviews on gadgets, software, and tech-related topics, helping users make informed decisions.
- Studio911 Design: A graphic design studio offering creative and innovative design solutions for branding, marketing materials, and web design, helping businesses visually communicate their message.
- Restaurante Labrador: A renowned restaurant offering a diverse menu of delicious cuisine, showcasing local flavors and culinary expertise, providing a memorable dining experience.
- Cro Business Cafe: A platform connecting entrepreneurs, professionals, and business enthusiasts in Croatia, facilitating networking, collaboration, and knowledge-sharing in the business community.
- Blog Mang Thai: A blog providing information, tips, and resources on pregnancy, maternity, and parenting in Thailand, offering support and guidance for expectant and new mothers.
- Nostal Asia: A platform celebrating Asian culture and heritage, showcasing art, music, history, and traditions, promoting cultural appreciation and understanding.
- SplanTom Tech: A technology company specializing in software development, web design, and IT solutions, helping businesses leverage technology to optimize their operations and achieve their goals.
- Monaliza Fashion: A fashion brand offering stylish and trendy clothing for women, providing affordable and fashionable options for different occasions and personal styles.
- GTO Bad Teacher: An online platform providing educational resources, tips, and strategies for teachers, helping them navigate challenges and excel in their profession.
- Business Broadcaster: A media platform delivering news, insights, and interviews with business leaders and experts, providing valuable information for entrepreneurs and professionals.
- Webatone: A web design and development agency creating visually appealing and user-friendly websites for businesses, helping them establish a strong online presence and attract customers.
- Great Days UK: A lifestyle blog and resource platform offering inspiration, tips, and ideas for creating great experiences and enjoying life to the fullest in the United Kingdom.
- Blog4U UK: A blog platform featuring a diverse range of topics, including travel, lifestyle, technology, and more, providing informative and engaging content for readers.
- ITRUE UK: A technology company specializing in cybersecurity and data protection solutions, helping businesses safeguard their sensitive information and mitigate security risks.
- iLovs MP3: A platform offering a wide selection of MP3 downloads and music streaming, providing users with access to their favorite songs and music genres.
- TJea CBD: A CBD wellness brand offering high-quality CBD products, promoting natural health and well-being, and providing customers with the benefits of CBD.
- Travel Tricks UK: A travel blog and resource platform sharing travel tips, itineraries, and recommendations for exploring destinations in the United Kingdom, inspiring travelers to embark on memorable journeys.
- Inspiration Today UK: A platform dedicated to inspiring and motivating individuals, providing personal development resources, success stories, and practical tips for a fulfilling life.
- Latest Happenings UK: A news and lifestyle platform delivering the latest updates, news, and trends across various topics, including entertainment, fashion, technology, and more.
- Search Info UK: A search engine and information hub providing access to a wide range of topics, news, and resources, facilitating knowledge discovery and information retrieval.
- Online Legal Advice UK: An online platform connecting individuals with legal professionals and providing legal advice and support for various legal matters in the United Kingdom.
- Solutions Debt Management: A financial services company offering debt management solutions and financial counseling, helping individuals regain control of their finances and achieve financial stability.
- Digi-Squad: A digital marketing agency providing comprehensive online marketing services, including SEO, social media management, and digital advertising, helping businesses maximize their online presence and reach.
- RCM Smart Solutions: A technology solutions provider specializing in smart home automation, security systems, and energy management, enhancing the comfort, security, and efficiency of residential and commercial spaces.
- UK Insurance: An insurance resource platform providing information, guides, and resources for individuals and businesses seeking insurance coverage in the United Kingdom.
- South Garden Restaurant: A restaurant offering a fusion of Asian and European cuisine, providing a diverse menu of flavorful dishes in a welcoming and vibrant atmosphere.
- Bokin Shop: An online store offering a variety of products, including fashion accessories, home decor, and lifestyle items, providing a convenient and enjoyable shopping experience.
- Money126: A financial education platform providing insights, tips, and resources on personal finance, investing, and wealth management, helping individuals make informed financial decisions.
- Evo Designs UK: A graphic design studio specializing in branding, web design, and digital marketing solutions, helping businesses create visually appealing and impactful brand identities.
- Legalize Ohio 2016: A grassroots organization advocating for the legalization of marijuana in Ohio, promoting education and awareness about the benefits and impact of marijuana legalization.
- Health and Fitness Training UK: A platform offering fitness training programs, nutrition tips, and wellness resources, helping individuals achieve their health and fitness goals in the United Kingdom.
- Beach Holiday Deals UK: A travel website specializing in beach holiday packages and deals, providing options for beach destinations and seaside getaways in the United Kingdom and beyond.
- Papillon Holidays UK: A travel agency specializing in holidays and vacation packages, offering unique and tailored experiences in the UK and beyond.
- The Technique UK: A blog and resource platform providing tips, tutorials, and insights on various techniques, including DIY, crafts, cooking, and more, inspiring creativity and skill development.
- Tech-YG: A technology consulting and services company offering IT solutions, digital transformation strategies, and technical support for businesses, helping them leverage technology for growth and efficiency.
- eSmart Buyer: An online platform offering product reviews, comparisons, and buying guides, helping consumers make informed purchasing decisions across various categories.
- Brain Health Consulting: A consulting service focused on optimizing brain health and cognitive performance, providing personalized strategies and resources for mental well-being.
- SB Workshop: A creative workshop and event space offering hands-on experiences, classes, and activities in arts, crafts, and DIY projects, fostering creativity and skill-building.
- House of Blue Leaves: An online boutique offering a curated selection of home decor, accessories, and gifts, featuring unique and stylish products for interior design enthusiasts.
- CP Medical Centre UK: A medical clinic providing comprehensive healthcare services, including consultations, treatments, and preventive care, serving patients in the UK.
- ModelBK: A modeling agency and platform connecting aspiring models with opportunities in the fashion industry, offering guidance, representation, and career development.
- New Shopping Store: An online marketplace offering a wide range of products from various sellers, providing a convenient and diverse shopping experience.
- Home of Lovely Ideas: A lifestyle blog and resource platform featuring ideas, inspiration, and tips for home decor, DIY projects, entertaining, and more, helping individuals create a lovely and welcoming home.
- Keating Companies Development: A real estate development company specializing in residential and commercial properties, providing construction, renovation, and investment solutions.
- Online Promotion UK: A digital marketing agency offering online promotion services, including SEO, social media marketing, and content creation, helping businesses enhance their online presence and reach.
- MCM Auto Prestige UK: A luxury car dealership offering high-end vehicles and personalized service, catering to automotive enthusiasts and luxury car buyers.
- Finlay’s Decor UK: A home decor store providing a wide range of wallpapers, paints, and decorative products, helping individuals transform their living spaces with style and creativity.
- Purity Health and Fitness UK: A fitness center and wellness studio offering classes, personal training, and holistic health services, promoting physical and mental well-being.
- Insurance-Zip: An insurance comparison platform providing quotes and information on various insurance products, helping individuals and businesses find suitable coverage options.
- John Harrison Photography UK: A photography studio specializing in professional photography services, including portraits, events, and commercial photography, capturing moments and creating lasting memories.
- Sello Editorial: A publishing company supporting authors in the process of publishing and promoting their books, offering editorial services, marketing support, and distribution.
- Ariza Ga Law: A law firm providing legal services and counsel in various areas of law, serving individuals and businesses with professionalism and expertise.
- Christina Pitanguy: A fashion brand offering stylish and sustainable clothing and accessories, promoting ethical fashion and empowering individuals to make conscious choices.
- Strategy Web Solutions: A digital marketing agency specializing in strategy development, web design, and online marketing, helping businesses establish a strong digital presence and achieve their marketing goals.
- Pet City Vet: A veterinary clinic offering comprehensive care for pets, including medical services, preventive care, and grooming, ensuring the well-being of furry companions.
- Hot Kitchen: A cooking blog and recipe platform featuring a variety of delicious recipes, culinary tips, and food inspiration for home cooks and food enthusiasts.
- JustGo Insurance UK: An insurance provider offering travel insurance plans and coverage for individuals and families, providing peace of mind during trips and vacations.
- Intranet Infos: A platform providing information, resources, and news related to intranet systems, helping businesses optimize internal communication and collaboration.
- Home Report Online UK: An online service offering home inspection and reporting for property sellers and buyers, providing comprehensive and reliable information about the condition of a property.
- ePocket Guide: A digital travel guide and itinerary planner, offering destination information, tips, and curated itineraries to help travelers make the most of their trips.
- CL Photography UK: A photography studio specializing in portrait, wedding, and event photography, capturing moments and creating beautiful visual memories.
- Regular Article: An online platform for authors and writers to publish and share their articles, blogs, and creative works, promoting knowledge-sharing and information exchange.
- News Tamura: A news website providing the latest news, updates, and analysis on various topics, including politics, business, entertainment, and more.
- MNB Cleaning Solutions: A cleaning services company offering professional and eco-friendly cleaning solutions for residential and commercial properties, ensuring cleanliness and hygiene.
- Dinkoff Architects: An architectural firm specializing in innovative and sustainable design solutions for residential and commercial projects, creating spaces that harmonize with the environment and meet client needs.
- Educación Laboral: An educational platform offering resources, courses, and guidance for career development and professional growth, empowering individuals in their educational and career journeys.
- Success Education System: An education consultancy providing coaching and guidance for academic success, helping students excel in their studies and achieve their educational goals.
- Gradiva Hotels: A hotel chain offering luxurious accommodations and exceptional hospitality experiences, ensuring guests enjoy comfortable and memorable stays.
- Thailand169: A travel blog and guide featuring the best of Thailand, including travel tips, attractions, culture, and local experiences, inspiring travelers to explore the beauty of Thailand.
- Thailand Walks: A platform offering guided walking tours and hiking adventures in Thailand, showcasing the country’s natural beauty and cultural heritage through immersive and sustainable experiences.
- My Thai Living: An online resource and community platform providing information, insights, and resources for individuals interested in living, working, or retiring in Thailand.
- Simply Shopping Zone: An online shopping destination offering a wide range of products across various categories, providing a convenient and enjoyable shopping experience.
- Can We Talk UK: A mental health and well-being platform promoting open conversations about mental health, providing support, resources, and a safe space for individuals to share and seek help.
- Moovment UK: A fitness and wellness brand offering classes, workshops, and products to inspire movement, mindfulness, and healthy living.
- New York Criminal Lawyers Blog: A blog providing insights, legal news, and resources on criminal law in New York, helping individuals navigate the legal system and understand their rights.
- Arirang Korean Restaurant: A restaurant offering authentic Korean cuisine, providing a delightful dining experience with traditional flavors and dishes.
- Stop the Margin Tax: A platform advocating against the implementation of a margin tax, providing information, resources, and support to protect the interests of businesses and taxpayers.
- Mum Taught Me Fashion: A fashion blog and style platform sharing fashion tips, outfit inspiration, and personal style insights, empowering individuals to express their unique fashion sense.
- Thai Inter Consult: A business consulting firm specializing in Thai market entry and business expansion services, providing strategic guidance and support for companies entering the Thai market.
- Life Up Thailand: A wellness and personal development platform offering resources, courses, and coaching for individuals seeking personal growth and life transformation in Thailand.
- Thailand Grown: An online marketplace connecting consumers with locally grown and organic products from farmers and producers in Thailand, supporting sustainable and ethical practices.
- Digital Media Asia: A digital media agency providing creative and strategic solutions for digital marketing, branding, and online presence, helping businesses thrive in the digital age.