Yanpolsky v Macmillan & Ors [2024] EWHC 3166 (Ch) (19 December 2024)

Yanpolsky v Macmillan & Ors [2024] EWHC 3166 (Ch) (19 December 2024)

The court found no evidence of a Hidden Shareholder Agreement or binding representation entitling Mr Yanpolsky to restoration of his shares. The conversion of shares and subsequent actions were effected in accordance with the company's articles and were not unfairly prejudicial. The petitioner's claims of unfair...

Source-derived case information.

Citation
[2024] EWHC 3166 (Ch)
Parties
Petitioner: Vladimir Yanpolsky; Respondent: Robert Macmillan; Respondent: Colin Dow; Respondent: Box EBT Limited; Respondent: Box Processing Limited; Respondent: Fetcham Services Limited
Jurisdiction
England and Wales
Judgment Date
19 December 2024
Procedural Posture
Section 994 Companies Act 2006 Unfair Prejudice Petition / Final Judgment After Trial
Outcome
Petition dismissed
Legal Topics
Unfair Prejudice, Shareholder Rights, Articles of Association, Share Conversion, Section 994 Companies Act 2006, Section 996 Companies Act 2006, Bad Leaver Provisions, Estoppel, Directors' Duties
Company Law Equity Unfair Prejudice Shareholder Rights Articles of Association Share Conversion Section 994 Companies Act 2006 Section 996 Companies Act 2006 +3 more

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Parties

Vladimir Yanpolsky

Petitioner

Robert Macmillan

Respondent

Colin Dow

Respondent

Box EBT Limited

Respondent

Box Processing Limited

Respondent

Fetcham Services Limited

Respondent

Procedural Posture

Section 994 Companies Act 2006 Unfair Prejudice Petition / Final Judgment After Trial

Legal Issues

  1. 1 Whether the conversion of Mr Yanpolsky's shares to deferred shares and subsequent expropriation constituted unfair prejudice under section 994 Companies Act 2006
  2. 2 Whether a 'Hidden Shareholder Agreement' existed entitling Mr Yanpolsky to restoration of his shares
  3. 3 Whether the adoption of amended articles and special resolutions were invalid or unfairly prejudicial

Ratio Decidendi

The court found no evidence of a Hidden Shareholder Agreement or binding representation entitling Mr Yanpolsky to restoration of his shares. The conversion of shares and subsequent actions were effected in accordance with the company's articles and were not unfairly prejudicial. The petitioner's claims of unfair prejudice failed on the facts and law.

Court Disposition

Petition dismissed

Orders

  • Petition dismissed in its entirety
  • No relief granted under section 996 Companies Act 2006