Commentary

127.3 Unfair prejudice in the context of a shareholders’ agreement

BUSINESSES vol 4(2) start-up, sale and purchase
| Commentary

127.3 Unfair prejudice in the context of a shareholders’ agreement

| Commentary

127.3 Unfair prejudice in the context of a shareholders’ agreement

In addition to breach of the company’s constitution and breach of the directors’ fiduciary duties, Lord Hoffmann’s first category, set out in O’Neill v Phillips1, will presumably include breach of the terms of any shareholders’ agreement, as these are terms on which the shareholder has agreed that the affairs of the company should be conducted. Even if this is not the case, the shareholders’ agreement will clearly fall within the concept of an agreement, promise or understanding under Lord Hoffmann’s second category.

The second category will otherwise be of limited importance

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