Macom GmbH v Bozeat & Ors [2021] EWHC 1661 (Ch) (21 June 2021)

Macom GmbH v Bozeat & Ors [2021] EWHC 1661 (Ch) (21 June 2021)

The court found that Christian Bozeat, with his father's assistance, conducted the affairs of Macom GmbH (UK) Limited in a manner unfairly prejudicial to the petitioner by breaching the Shareholders' Agreement, undermining corporate governance, and failing to cooperate with the petitioner as required. The appropriate remedy was a buy-out order requiring the respondents to purchase the petitioner's shares at a fair value, with no minority or majority discount, as at the agreed valuation date.

Citation
[2021] EWHC 1661 (Ch)
Parties
Petitioner: Macom GmbH; First Respondent: Christian Mark Randall Bozeat; Second Respondent: Virginia Jane Bozeat; Third Respondent: Macom GmbH (UK) Limited
Jurisdiction
England and Wales
Judgment Date
21 June 2021
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Trial Judgment
Outcome
Petition allowed; buy-out order granted
Legal Topics
Unfair Prejudice, Director's Duties, Shareholders' Agreements, Corporate Governance, Remedies for Unfair Prejudice
Company Law Insolvency Unfair Prejudice Director's Duties Shareholders' Agreements Corporate Governance Remedies for Unfair Prejudice

Case Brief

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Parties

Macom GmbH

Petitioner

Christian Mark Randall Bozeat

First Respondent

Virginia Jane Bozeat

Second Respondent

Macom GmbH (UK) Limited

Third Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Trial Judgment

Legal Issues

  1. 1 Whether the affairs of Macom GmbH (UK) Limited were conducted in a manner unfairly prejudicial to the petitioner under s.994 Companies Act 2006
  2. 2 Whether breaches of director's duties and the Shareholders' Agreement occurred
  3. 3 Appropriate remedy for any unfair prejudice

Ratio Decidendi

The court found that Christian Bozeat, with his father's assistance, conducted the affairs of Macom GmbH (UK) Limited in a manner unfairly prejudicial to the petitioner by breaching the Shareholders' Agreement, undermining corporate governance, and failing to cooperate with the petitioner as required. The appropriate remedy was a buy-out order requiring the respondents to purchase the petitioner's shares at a fair value, with no minority or majority discount, as at the agreed valuation date.

Court Disposition

Petition allowed; buy-out order granted

Orders

  • Respondents to purchase petitioner's shares in Macom GmbH (UK) Limited at a value of £1,400,000 as at 31 October 2019 or 29 February 2020, with no minority or majority discount.
  • No relief ordered against Mrs Bozeat personally, save in relation to her shareholding.