The Court of Appeal has set a clearer path for shareholders seeking multiple forms of relief following wrongdoing in a company. Lizzie Shimmin & Sol Gelsomino report
- In Ntzegkoutanis v Kimionis and others [2023], the Court of Appeal clarified the circumstances in which minority shareholders can seek relief in favour of a company in unfair prejudice proceedings, without needing to engage the derivative action statutory regime.
- This judgment sets out a helpful list of key legal principles on seeking relief on behalf of the company by a minority shareholder via an unfair prejudice petition. It includes safeguards to protect against perceived attempts to improperly bypass the derivative action statutory regime.
There has, to date, been a lack of clarity on the circumstances in which a shareholder may seek relief on behalf of a company as part of an unfair prejudice petition. The distinction is important given the stringent requirements of the derivative action regime, and because of concerns that a shareholder may bypass that regime by effectively bringing a derivative action claim under the guise of an unfair
