Cossac Holdings Ltd v Preferred Management Ltd & Ors [2023] EWHC 1721 (Ch) (07 July 2023)

Cossac Holdings Ltd v Preferred Management Ltd & Ors [2023] EWHC 1721 (Ch) (07 July 2023)

Permission to amend the petition is refused for all proposed amendments except those relating to PML's exercise of voting rights in JSCE, as only these fall within the scope of section 994. Allegations concerning JSCE's affairs, criminal investigations, dividend payments, and de facto control are not relevant to PML's affairs and are barred by res judicata or lack sufficient conviction.

Citation
[2023] EWHC 1721 (Ch)
Parties
Petitioner/applicant: Cossac Holdings Limited; First Respondent: Preferred Management Limited; Second Respondent: Keyforce Trustees Limited; Third Respondent: Andrey Zernov
Jurisdiction
England and Wales
Judgment Date
07 July 2023
Procedural Posture
Company Law Petition (unfair Prejudice, Amendment Application) / Application for Permission to Re Re Amend Petition
Outcome
Permission to amend granted in part; majority of amendments refused.
Legal Topics
Unfair Prejudice, Section 994 Companies Act 2006, Amendment of Pleadings, Res Judicata, De Facto Control, Minority Shareholder Rights
Company Law Insolvency Law Unfair Prejudice Section 994 Companies Act 2006 Amendment of Pleadings Res Judicata De Facto Control Minority Shareholder Rights

Case Brief

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Parties

Cossac Holdings Limited

Petitioner/applicant

Preferred Management Limited

First Respondent

Keyforce Trustees Limited

Second Respondent

Andrey Zernov

Third Respondent

Procedural Posture

Company Law Petition (unfair Prejudice, Amendment Application) / Application for Permission to Re Re Amend Petition

Legal Issues

  1. 1 Whether proposed amendments to the petition are permissible under section 994 Companies Act 2006
  2. 2 Whether the affairs of JSCE can be considered the affairs of PML for the purposes of section 994
  3. 3 Whether res judicata and abuse of process principles bar the amendments

Ratio Decidendi

Permission to amend the petition is refused for all proposed amendments except those relating to PML's exercise of voting rights in JSCE, as only these fall within the scope of section 994. Allegations concerning JSCE's affairs, criminal investigations, dividend payments, and de facto control are not relevant to PML's affairs and are barred by res judicata or lack sufficient conviction.

Court Disposition

Permission to amend granted in part; majority of amendments refused.

Orders

  • Petitioner granted permission to amend petition to include claims regarding PML's voting conduct in JSCE (paragraphs 35B and 35D of RRP).
  • All other proposed amendments refused.