Aviva Plc v Litani LLC [2025] EWHC 3134 (Ch) (01 December 2025)

Aviva Plc v Litani LLC [2025] EWHC 3134 (Ch) (01 December 2025)

Litani's request, though commercial and involving a discounted offer, is not exploitative, oppressive, or positively harmful to Aviva's members. The offer is voluntary, transparent, and subject to regulatory oversight, with no evidence of coercion, fraud, or misleading conduct. The existence of Aviva's own dealing service does not render Litani's purpose improper. The statutory scheme does not allow the court to deny access merely because an alternative service exists or because the offer is less advantageous. Aviva has not discharged the burden of proving the request is not for a proper purpose. Accordingly, the court declines to make a no-access order and Aviva must comply with the...

Citation
[2025] EWHC 3134 (Ch)
Parties
Claimant: Aviva Plc; Defendant: Litani LLC
Jurisdiction
England and Wales
Judgment Date
01 December 2025
Procedural Posture
Part 8 Claim (companies Act 2006, S.117) / Final Hearing of Application for No Access Order
Outcome
Application dismissed; no-access order refused.
Legal Topics
Register of Members, Proper Purpose Test, Disclosure of Shareholder Information, Section 116 119 Companies Act 2006, Mini Tender Offers
Company Law Data Protection Register of Members Proper Purpose Test Disclosure of Shareholder Information Section 116 119 Companies Act 2006 Mini Tender Offers

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 5 Authorities cited 8 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Aviva Plc

Claimant

Litani LLC

Defendant

Procedural Posture

Part 8 Claim (companies Act 2006, S.117) / Final Hearing of Application for No Access Order

Legal Issues

  1. 1 Whether Litani LLC's request for Aviva's register of members is for a 'proper purpose' under s.116-117 Companies Act 2006
  2. 2 Whether Aviva should be directed not to comply with the request

Ratio Decidendi

Litani's request, though commercial and involving a discounted offer, is not exploitative, oppressive, or positively harmful to Aviva's members. The offer is voluntary, transparent, and subject to regulatory oversight, with no evidence of coercion, fraud, or misleading conduct. The existence of Aviva's own dealing service does not render Litani's purpose improper. The statutory scheme does not allow the court to deny access merely because an alternative service exists or because the offer is less advantageous. Aviva has not discharged the burden of proving the request is not for a proper purpose. Accordingly, the court declines to make a no-access order and Aviva must comply with the...

Court Disposition

Application dismissed; no-access order refused.

Orders

  • Aviva Plc must comply with Litani LLC's request for a copy of the register of members forthwith.
  • No order as to costs.