Hikari Miso (UK) Limited v David Knibbs & Ors

Hikari Miso (UK) Limited v David Knibbs & Ors

The SSA gives shareholders holding more than 25% or 30% of shares an unconditional right to veto Reserved Matters, exercisable in their own interests. Such veto is not constrained by directors’ duties, the 'spirit and intention' clause, or general law unless expressly stated. Directors are not in breach for giving effect to such veto. The Claimant and its nominee director did not act in breach of the SSA or their duties, and no material breach or buy-out event occurred.

Parties
Claimant: Hikari Miso (UK) Limited; Defendant: David Knibbs; Defendant: Lydia Smith; Defendant: Peter Conway; Defendant: Paul Newberry; Defendant: Daphne Smith; Defendant: Timothy Levy; Defendant: Roxana Nicu; Defendant: Simon Brown; Defendant: Stephen Knibbs; Defendant: Craig Burrows; Defendant: Sarah Burrows; Defendant: James Atlas; Defendant: Gerry Tomlinson; Defendant: Amanda Cowburn; Defendant: Ian York; Defendant: Hayley Tideswell; Defendant: Logical Resources FMCG
Jurisdiction
England and Wales
Judgment Date
11 September 2024
Procedural Posture
Civil (shareholder/company Law) / Final Judgment
Outcome
All claims and counterclaims for material breach, buy-out events, or breach of duty are dismissed. Declarations granted as to the proper construction of the SSA in line with the judgment.
Legal Topics
Shareholder Agreements, Reserved Matters, Directors' Duties, Corporate Governance, Veto Rights, Material Breach, Buy Out Events
Company Law Contract Law Shareholder Agreements Reserved Matters Directors' Duties Corporate Governance Veto Rights Material Breach +1 more

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 13 Party arguments 2 Amounts and remedies 9
Sign in to unlock

Parties

Hikari Miso (UK) Limited

Claimant

David Knibbs

Defendant

Lydia Smith

Defendant

Peter Conway

Defendant

Paul Newberry

Defendant

Daphne Smith

Defendant

Timothy Levy

Defendant

Roxana Nicu

Defendant

Simon Brown

Defendant

Stephen Knibbs

Defendant

Craig Burrows

Defendant

Sarah Burrows

Defendant

James Atlas

Defendant

Gerry Tomlinson

Defendant

Amanda Cowburn

Defendant

Ian York

Defendant

Hayley Tideswell

Defendant

Logical Resources FMCG

Defendant

Procedural Posture

Civil (shareholder/company Law) / Final Judgment

Legal Issues

  1. 1 Whether shareholders holding more than 25% or 30% of shares have a right to veto Reserved Matters under the SSA
  2. 2 How shareholder consent to Reserved Matters is manifested under the SSA
  3. 3 Whether shareholders/directors are constrained in exercising veto or consent by the SSA or general law

Ratio Decidendi

The SSA gives shareholders holding more than 25% or 30% of shares an unconditional right to veto Reserved Matters, exercisable in their own interests. Such veto is not constrained by directors’ duties, the 'spirit and intention' clause, or general law unless expressly stated. Directors are not in breach for giving effect to such veto. The Claimant and its nominee director did not act in breach of the SSA or their duties, and no material breach or buy-out event occurred.

Court Disposition

All claims and counterclaims for material breach, buy-out events, or breach of duty are dismissed. Declarations granted as to the proper construction of the SSA in line with the judgment.

Orders

  • No material breach of the SSA by the Claimant or its nominee director.
  • No material breach by the First Defendant in the actions alleged.