Shah v Shah & Ors

Shah v Shah & Ors

The shares are to be valued at a fair price reflecting the open market value of the company's properties as determined by the court, with a 20% deduction for contingent tax liability on 38-40 Commercial Road and 10% on 165-167 Commercial Road, applying the corporation tax rate of 28% as at the valuation date. No...

Source-derived case information.

Parties
Petitioner: Dineshkumar Jeshang Shah; Respondent: Chandrakant Jeshang Shah; Respondent: Mahendra Jeshang Shah; Respondent: Mister Dee International PLC
Jurisdiction
England and Wales
Judgment Date
26 July 2011
Procedural Posture
Unfair Prejudice Petition Under Companies Act 2006 S.994 / Post Liability Judgment, Determination of Share Purchase Price and Related Orders
Outcome
Determinations made on share valuation, contingent tax deduction, and rectification; final price and interest to be calculated and included in final order; provision for charge regarding guarantee liability; no indemnity for director-related liabilities.
Legal Topics
Unfair Prejudice, Share Valuation, Minority Shareholder Rights, Company Purchase of Own Shares, Contingent Tax Liability, Interest on Share Purchase, Director Status Rectification
Company Law Unfair Prejudice Share Valuation Minority Shareholder Rights Company Purchase of Own Shares Contingent Tax Liability Interest on Share Purchase Director Status Rectification

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Parties

Dineshkumar Jeshang Shah

Petitioner

Chandrakant Jeshang Shah

Respondent

Mahendra Jeshang Shah

Respondent

Mister Dee International PLC

Respondent

Procedural Posture

Unfair Prejudice Petition Under Companies Act 2006 S.994 / Post Liability Judgment, Determination of Share Purchase Price and Related Orders

Legal Issues

  1. 1 How should the shares of the petitioner be valued following a finding of unfair prejudice?
  2. 2 What is the open market value of the company's properties?
  3. 3 What deduction should be made for contingent tax liability?

Ratio Decidendi

The shares are to be valued at a fair price reflecting the open market value of the company's properties as determined by the court, with a 20% deduction for contingent tax liability on 38-40 Commercial Road and 10% on 165-167 Commercial Road, applying the corporation tax rate of 28% as at the valuation date. No minority discount is to be applied. The Companies Register is to be rectified to show the petitioner as director. The question of interest and costs is reserved for further hearing. Provision is to be made for a charge in favour of the petitioner regarding any potential guarantee liability, but no indemnity is granted for director-related liabilities regarding 175 Commercial Road.

Court Disposition

Determinations made on share valuation, contingent tax deduction, and rectification; final price and interest to be calculated and included in final order; provision for charge regarding guarantee liability; no indemnity for director-related liabilities.

Orders

  • Open market value of 38-40 Commercial Road set at £4 million.
  • Value of 165-167 Commercial Road set at £515,000.