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England and Wales decisions
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The court found Mr Sparks had been unfairly excluded from management of Ngage and ordered a share purchase at fair value, without a minority discount.
The court found unfair prejudice in a quasi-partnership company dispute and ordered Adam Farnsworth to buy Kevin Chave’s EELVS shares at their 1 May 2023 value.
Chave v Farnsworth & Ors [2026] EWHC 970 (Ch) (24 April 2026)
Unfair prejudice petition in a quasi-partnership company was allowed, with Adam ordered to buy Kevin’s shares at a 1 May 2023 value and the cross-petition dismissed.
ETL Holdings (UK) Ltd v Munn & Anor [2026] EWHC 860 (Ch) (17 April 2026)
The High Court assessed damages for breach of share-sale warranties, rejecting a hindsight-based reduction and awarding compensation for undisclosed liabilities and related costs.
Langmead v Andrew & Anor [2026] EWHC 72 (Ch) (16 January 2026)
Construction of a shareholders’ agreement for a share purchase option. The court held the process was not fully complied with because the auditors were not properly instructed on the parties’ disagreement.
Marples & Ors v Secretary of State for Education [2025] EWHC 2794 (Ch) (28 October 2025)
High Court claim over an apprenticeship provider’s blocked sale failed. The court also excluded the claimants’ forensic accounting expert for serious rule breaches.
Quantum judgment in the Autonomy litigation addressing FSMA, deceit, and misrepresentation loss, with detailed counterfactual valuation and currency issues.
Syspal Capital Ltd v Truman & Anor [2025] EWCA Civ 469 (14 April 2025)
The Court of Appeal dismissed an appeal on the construction of company articles, holding that a deemed transfer notice arose only when an employee member ceased all relevant roles.
The petitions regarding the subsidiaries must be dismissed as the petitioner was not a member and no valid share transfer occurred. The petition regarding IMG is not struck out or dismissed because there is a compelling reason to allow further investigation and disclosure regarding share value and potential prejudice; the evidence does not establish that the shares had no value as at the relevant date, and the petitioner has a realistic prospect of establishing unfair prejudice subject to amendment and further directions.
Source excerpt
JP Morgan International Finance Ltd v WeRealize.com Ltd [2025] EWCA Civ 57 (30 January 2025)
Court of Appeal held JPM’s call option was exercisable by notice only once, and that valuation had to reflect Regulation K’s real-world effect.
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