| Commentary

127.2 The meaning of unfair prejudice

| Commentary

127.2 The meaning of unfair prejudice

In the important case of O’Neill v Phillips1, the first House of Lords decision on what is now the Companies Act 2006 section 944, Lord Hoffmann, with whom the other law lords agreed, stated that a shareholder will only be able to complain of unfair prejudice in one of two situations:

  1. 127.2.1

        where there has been a breach of the terms on which he has agreed that the affairs of the company should be conducted; and

  2. 127.2.2

        where equitable considerations make it unfair for those conducting the affairs of the company to rely upon

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