Dinglis v Dinglis & Ors [2019] EWHC 3327 (Ch) (05 December 2019)

Dinglis v Dinglis & Ors [2019] EWHC 3327 (Ch) (05 December 2019)

The appropriate valuation date for the petitioner's shares is the current date (i.e., as close as possible to the date of the buy-out order), as there has been no relevant delay in bringing the successful allegations of unfair prejudice, and no 'sea change' in the company's business justifying an earlier date. Adjustments to the value of the shareholding should be determined at the valuation trial, with the parties' proposed adjustments to be considered. The minority discount is to be determined at the valuation trial, with no absolute cap imposed at this stage.

Citation
[2019] EWHC 3327 (Ch)
Parties
Petitioner: Paul Dinglis; First Respondent: Andreas Dinglis; Second Respondent: Master Holdings Group Limited; Third Respondent: Dinglis Properties Limited
Jurisdiction
England and Wales
Judgment Date
05 December 2019
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 / Post Liability, Determination of Valuation Date and Adjustments for Share Buy Out
Outcome
Directions given for valuation trial; valuation date set as current date; adjustments and minority discount to be determined at valuation trial.
Legal Topics
Unfair Prejudice, Share Valuation, Minority Shareholder Rights, Directors' Duties, Remedies Under Companies Act 2006
Company Law Equity Unfair Prejudice Share Valuation Minority Shareholder Rights Directors' Duties Remedies Under Companies Act 2006

Case Brief

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Parties

Paul Dinglis

Petitioner

Andreas Dinglis

First Respondent

Master Holdings Group Limited

Second Respondent

Dinglis Properties Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 / Post Liability, Determination of Valuation Date and Adjustments for Share Buy Out

Legal Issues

  1. 1 What is the appropriate date for valuation of the petitioner's shares?
  2. 2 What adjustments should be made to the value of the petitioner's shareholding?
  3. 3 What is the correct approach to the minority discount in valuing the shares?

Ratio Decidendi

The appropriate valuation date for the petitioner's shares is the current date (i.e., as close as possible to the date of the buy-out order), as there has been no relevant delay in bringing the successful allegations of unfair prejudice, and no 'sea change' in the company's business justifying an earlier date. Adjustments to the value of the shareholding should be determined at the valuation trial, with the parties' proposed adjustments to be considered. The minority discount is to be determined at the valuation trial, with no absolute cap imposed at this stage.

Court Disposition

Directions given for valuation trial; valuation date set as current date; adjustments and minority discount to be determined at valuation trial.

Orders

  • The petitioner's shares are to be valued as at the current date (date of close of expert evidence at valuation trial).
  • All proposed adjustments by both parties are to be considered at the valuation trial.