Just and equitable winding up (Koza Altin v Koza Ltd and Mr Hamdi Akin Ipek)
Restructuring & Insolvency analysis: This is another decision concerning whether and when the court will make a winding up order on just and equitable grounds in the case of a deadlock, albeit on unusual facts and in the context of summary judgment and strike out. This case centres on a very long-running dispute between (i) Mr Hamdi Ipek (the Director), the sole director of Koza Ltd (the Company) and (disputed) holder of a single class ‘A’ ordinary share in it, and (ii) the holder of all of the other issued share capital in the Company, Koza Altin (the Parent). The Parent alleged (among other things) that the Director had spent Company funds at an alarming rate and failed to implement special resolutions it had passed as the effective sole shareholder. In this latest round, the Petitioner had petitioned for the Company’s winding up on just and equitable grounds to resolve that ‘intolerable position’, and then applied for summary judgment on its petition (alternatively, strike out of the Company’s defence to the petition). The court dismissed the Petitioner’s application, largely on the basis that an undertaking which was given by the Director to the court to address the Parent’s concerns. Written by Sam Fenwick, partner, and Rhian Bevan, trainee solicitor, at Wedlake Bell LLP.