Cosmetic Warriors Ltd & Anor v Gerrie & Anor

Article 5 requires a pro rata per share valuation based on the value of the company as a going concern, not block valuation; accountants may request any information necessary for valuation; third party transferees under Article 5(L) include both natural and legal persons; fees and expenses of accountants are to be shared equally between claimants and defendants.

Parties: Claimant: Cosmetic Warriors Limited; Claimant: Lush Cosmetics Limited; Defendant: Andrew Gerrie; Defendant: Alison Hawksley
Jurisdiction: England and Wales
Judgment Date: 18 December 2015
Procedural Posture: Civil / Trial Judgment
Outcome: Judgment for Defendants on Issues 1, 3, 5, 6; Issue 2 does not arise; Defendants succeed in substance on Issue 4.
Legal Topics: Articles of Association, Share Transfer, Pre Emption Rights, Valuation of Shares, Implied Terms, Expert Determination

Company Law Articles of Association Share Transfer Pre Emption Rights Valuation of Shares Implied Terms Expert Determination

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 4 Authorities cited 28 Party arguments 2 Amounts and remedies 6

Parties

Cosmetic Warriors Limited

Claimant

Lush Cosmetics Limited

Claimant

Andrew Gerrie

Defendant

Alison Hawksley

Defendant

Procedural Posture

Civil / Trial Judgment

Legal Issues

1 Basis for valuation of shares under Article 5
2 Provision of information to accountants and third party transferees
3 Classes of third party transferees under Article 5(L)

Ratio Decidendi

Court Disposition

Judgment for Defendants on Issues 1, 3, 5, 6; Issue 2 does not arise; Defendants succeed in substance on Issue 4.

Orders

Counsel to agree form of order reflecting rulings.
Court to hear submissions on costs and permission to appeal if not agreed.