The following Dispute Resolution practice note produced in partnership with Mark Hubbard of New Square Chambers provides comprehensive and up to date legal information covering:
A guide to specific terminology used in this Practice Note is provided—see below section titled ‘Key terms encountered when applying for a winding-up on the just and equitable ground’.
For content concerning relevant procedure, see also Practice Note: Just and equitable winding-up—the procedure.
A petition to wind up a company on the just and equitable ground is a statutory remedy, provided by sections 122–125 of the Insolvency Act 1986 (IA 1986). Although the petition seeks the compulsory winding-up of the company in question, it is a claim that is made by a minority shareholder in respect to a solvent company and to which the majority and not the company is the proper active defendant, as in an unfair prejudice petition. It is sometimes also called a contributory’s petition.
Winding up a solvent company by consent (or by a vote of the necessary majority at a general meeting of the company) can be achieved out of court by way of a members’ voluntary liquidation. For further information, see: Members' voluntary liquidation (MVL)—overview.
The situations in which a minority shareholder might be advised to pursue a petition for a just and equitable winding-up are, in general, limited to those unusual circumstances where on the same facts an unfair prejudice petition is not available or unlikely to succeed or (more commonly) as an alternative
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