Bilkus v King & Anor

Bilkus v King & Anor

The court rejected the two-stage valuation and ordered a single valuation as at December 1, 2003, by an independent expert, with no discount for minority holding. Challenged payments and mismanagement issues were not to be determined by the valuer. The claim for interest and interim payment was refused. Costs were apportioned: Mr Bilkus to have costs up to March 22, 2002 (excluding mismanagement issues), Mr King to have costs thereafter and of this hearing.

Parties
Petitioner: Michael Bilkus; Respondent: Graham Ian King; Respondent: Clearsprings (Management) Limited
Jurisdiction
England and Wales
Judgment Date
28 October 2003
Procedural Posture
Company Law Petition (section 459 Companies Act 1985) / Judgment After Hearing on Valuation and Related Issues
Outcome
Petition allowed in part; directions given for valuation and sale of shares; costs apportioned.
Legal Topics
Unfair Prejudice, Shareholder Disputes, Valuation of Shares, Remedies Under Section 459 Companies Act 1985, Costs
Company Law Unfair Prejudice Shareholder Disputes Valuation of Shares Remedies Under Section 459 Companies Act 1985 Costs

Case Brief

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Parties

Michael Bilkus

Petitioner

Graham Ian King

Respondent

Clearsprings (Management) Limited

Respondent

Procedural Posture

Company Law Petition (section 459 Companies Act 1985) / Judgment After Hearing on Valuation and Related Issues

Legal Issues

  1. 1 Whether the valuation of the petitioner's shareholding should be by a two-stage process or a single valuation date
  2. 2 Whether challenged payments and alleged mismanagement should be considered by the court or the valuer
  3. 3 Whether the petitioner is entitled to interest or an interim payment

Ratio Decidendi

The court rejected the two-stage valuation and ordered a single valuation as at December 1, 2003, by an independent expert, with no discount for minority holding. Challenged payments and mismanagement issues were not to be determined by the valuer. The claim for interest and interim payment was refused. Costs were apportioned: Mr Bilkus to have costs up to March 22, 2002 (excluding mismanagement issues), Mr King to have costs thereafter and of this hearing.

Court Disposition

Petition allowed in part; directions given for valuation and sale of shares; costs apportioned.

Orders

  • Valuation of Mr Bilkus' shareholding as at December 1, 2003 by an independent expert, with no minority discount.
  • Mr Bilkus to sell his share to Mr King or the Company at the determined price.