England and Wales Case Law

Key Choice Financial Planning Limited v Timothy Evoy

The articles, when read as a whole and in context, limit the company's power of forfeiture to sums due in respect of shares (i.e., unpaid share capital). The definition of 'call' in Article 25.1 must be construed consistently with the subsequent articles, which all tie the call and forfeiture to specific shares. Forfeiture cannot be exercised for unrelated debts, and the judge below was correct in so holding.

Source excerpt

• Interpretation of articles of association
• Forfeiture of shares
• Shareholder rights
• Company debt enforcement

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Morgan v Morgan & Ors

Morgan v Morgan & Ors [2026] EWHC 384 (Ch) (26 February 2026)

The court upheld a section 994 unfair prejudice petition, finding Richard Morgan had been excluded from management and that his and Julie’s loans were repayable on demand.

• Unfair prejudice
• Director removal
• Shareholder rights
• Repayment of loans
• Employment status
• Counterclaim for unjust enrichment

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Yodel Delivery Network Ltd v Corlett & Ors

Yodel Delivery Network Ltd v Corlett & Ors [2025] EWHC 3355 (Ch) (18 December 2025)

The High Court held that the disputed Second Warrant Instrument and certificates were false, with forged signatures, and dismissed Shift and Corja’s counterclaims.

• Share warrants
• Specific performance
• Breach of fiduciary duty
• Forgery
• Corporate insolvency
• Director's duties

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James Borg‑Olivier v Lord Alfred McCaughran & Ors

The High Court dismissed an unfair prejudice petition because the petitioner failed to prove he was a shareholder or entitled to be one, so he lacked standing.

• Unfair prejudice
• Standing of petitioner
• Beneficial ownership
• Quasi-partnership
• Shareholder rights
• Unfair-prejudice

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Olivier v McCaughran

Olivier v McCaughran [2025] EWHC 3308 (Ch) (15 December 2025)

The High Court dismissed an unfair prejudice petition, holding the claimant was not a shareholder or entitled to be one, so he lacked standing under section 994.

• Unfair prejudice
• Shareholder rights
• Standing to petition
• Quasi-partnership
• Rectification of register
• Unfair-prejudice

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Argo Blockchain PLC, Re

The Plan Company’s restructuring plan is sanctioned because it meets statutory requirements, provides a fair allocation of burdens and benefits, no class is worse off than in the relevant alternative, and the Plan is not unworkable or improper. The court is satisfied that cross-class cramdown conditions are met and the Plan will be effective in relevant jurisdictions.

Source excerpt

• Restructuring
• Cross-class cramdown
• Scheme of arrangement
• Administration
• Shareholder rights

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Atherton v Atherton & Ors

Atherton v Atherton & Ors [2025] EWHC 3229 (Ch) (10 December 2025)

The High Court dismissed Atherton’s share and estoppel claims and most of the unfair prejudice petition, finding no binding agreement, trust, or quasi-partnership.

• Shareholder rights
• Proprietary estoppel
• Trusts
• Unfair prejudice
• Quasi-partnership
• Fiduciary duties

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Diversified Energy Company Plc, Re

The statutory criteria for sanctioning the scheme of arrangement, reduction of capital, and re-registration have been satisfied; the scheme is fair, reasonable, and free of legal defects; the reduction and re-registration are properly explained, equitable, and do not prejudice creditors.

Source excerpt

• Scheme of arrangement
• Reduction of capital
• Re-registration
• Shareholder rights
• Us domestication

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Webster & Anor v ESMS Global Ltd & Ors

Webster & Anor v ESMS Global Ltd & Ors [2025] EWHC 3107 (Ch) (25 November 2025)

The High Court held it had jurisdiction to compel circulation of a members’ written resolution under sections 292 and 293 Companies Act 2006 and granted declaratory and injunctive relief.

• Written resolutions
• Shareholder rights
• Statutory interpretation
• Injunctions
• Companies act 2006
• Company-law

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Simon Philip Webster & Anor v ESMS Global Limited & Ors

The High Court held that members could enforce their section 292 and 293 Companies Act 2006 rights by injunction and declaration when a company refused to circulate a written resolution.

• Written resolutions
• Shareholder rights
• Statutory interpretation
• Injunctions
• Directors' duties
• Company-law

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