Euro Accessories Ltd, Re [2021] EWHC 47 (Ch) (13 January 2021)

Euro Accessories Ltd, Re [2021] EWHC 47 (Ch) (13 January 2021)

'Fair value' in Article 6A means the value of the minority shareholding, discounted to reflect its minority status; no pro rata or median valuation applies absent contrary indication in the articles or admissible background; conduct was not unfairly prejudicial under section 994 Companies Act 2006.

Citation
[2021] EWHC 47 (Ch)
Parties
Petitioner: Aidan Monaghan; First Respondent: Gerard Gilsenan; Second Respondent: Euro Accessories Limited
Jurisdiction
England and Wales
Judgment Date
13 January 2021
Procedural Posture
Petition Under Section 994 Companies Act 2006 / Final Judgment
Outcome
Petition dismissed
Legal Topics
Interpretation of Articles of Association, Fair Value of Shares, Minority Shareholder Rights, Unfair Prejudice
Company Law Shareholder Disputes Interpretation of Articles of Association Fair Value of Shares Minority Shareholder Rights Unfair Prejudice

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Parties

Aidan Monaghan

Petitioner

Gerard Gilsenan

First Respondent

Euro Accessories Limited

Second Respondent

Procedural Posture

Petition Under Section 994 Companies Act 2006 / Final Judgment

Legal Issues

  1. 1 Meaning of 'fair value' in Article 6A of the Company's articles of association
  2. 2 Whether minority discount applies to valuation of shares compulsorily acquired under Article 6A
  3. 3 Whether conduct was unfairly prejudicial under section 994 Companies Act 2006

Ratio Decidendi

'Fair value' in Article 6A means the value of the minority shareholding, discounted to reflect its minority status; no pro rata or median valuation applies absent contrary indication in the articles or admissible background; conduct was not unfairly prejudicial under section 994 Companies Act 2006.

Court Disposition

Petition dismissed

Orders

  • Declaration that £245,000 represents the fair value of Mr. Monaghan's shares for purposes of Article 6A