Vladimir Yanpolsky v Robert Macmillan & Ors

Vladimir Yanpolsky v Robert Macmillan & Ors

There was no evidence of a Hidden Shareholder Agreement. The original deferment of 8,611 shares was valid under the articles. However, the retrospective amendment of the articles to allow compulsory transfer of the remaining 1,389 shares for nominal value was not in the company's interests but solely for the benefit of the majority, and was oppressive and unfairly prejudicial. Relief is appropriate, with the petitioner entitled to a fair and reasonable price for the 1,389 shares, subject to further submissions on valuation issues.

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 / Judgment After Trial; Relief Adjourned for Further Submissions
Outcome
Petition succeeds in part; unfair prejudice found regarding 1,389 shares; relief adjourned for further submissions; parties encouraged to settle.
Legal Topics
Unfair Prejudice, Shareholder Rights, Articles of Association, Minority Oppression, Remedies Under Companies Act 2006
Company Law Equity Unfair Prejudice Shareholder Rights Articles of Association Minority Oppression Remedies Under Companies Act 2006

Case Brief

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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 / Judgment After Trial; Relief Adjourned for Further Submissions

Legal Issues

  1. 1 Whether the expropriation and deferment of the petitioner's shares was unfairly prejudicial under section 994 Companies Act 2006
  2. 2 Whether a 'Hidden Shareholder Agreement' existed and was breached
  3. 3 Whether the amendment of articles and compulsory transfer of shares was oppressive or unjust to the minority

Ratio Decidendi

There was no evidence of a Hidden Shareholder Agreement. The original deferment of 8,611 shares was valid under the articles. However, the retrospective amendment of the articles to allow compulsory transfer of the remaining 1,389 shares for nominal value was not in the company's interests but solely for the benefit of the majority, and was oppressive and unfairly prejudicial. Relief is appropriate, with the petitioner entitled to a fair and reasonable price for the 1,389 shares, subject to further submissions on valuation issues.

Court Disposition

Petition succeeds in part; unfair prejudice found regarding 1,389 shares; relief adjourned for further submissions; parties encouraged to settle.

Orders

  • Petition adjourned for further hearing on relief and valuation issues (Paymentology Issue, Minority Discount Issue, Deferred Consideration Issue).
  • Time for appeal/permission to appeal extended until further order.