Unfair prejudice petition—what it is and when to use it
Produced in partnership with Mark Hubbard of New Square Chambers
Unfair prejudice petition—what it is and when to use it

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:

  • Unfair prejudice petition—what it is and when to use it
  • What is an unfair prejudice claim (a section 994 petition)?
  • Basis of an unfair prejudice petition
  • Key terms encountered in an unfair prejudice petition
  • The law governing s 994 unfair prejudice petitions
  • Standing to bring an unfair prejudice petition
  • Companies against whom an unfair prejudice petition can be brought
  • What is unfair prejudice for the purposes of a s 994 petition?
  • Further examples of unfair prejudice for the purposes of a s 994 petition
  • Past, present and future unfairly prejudicial conduct
  • More...

What is an unfair prejudice claim (a section 994 petition)?

An unfair prejudice petition is a statutory remedy available to shareholders of a company now provided for by sections 994–999 of the Companies Act 2006 (CA 2006) (formerly provided by CA 1985, ss 459–461 and then often referred to as a 'section 459 petition').

It is the primary procedure by which a minority shareholder who is the victim of 'unfairly prejudicial' conduct can obtain relief from the court. A guide to the specific terminology used in this Practice Note is provided below. For detailed guidance on the procedure for bringing a section 994 petition plus an illustration of the diverse range of factual scenarios and issues which can arise in respect of such claims, see Practice Notes:

  1. Unfair prejudice petition—the procedure

  2. Unfair prejudice petitions—key and illustrative decisions

Further information on some of the other remedies available to minority shareholders, and their relationship with unfair prejudice petitions, is also set out below.

Basis of an unfair prejudice petition

The basis of the claim is that the affairs of the company have been, are being or will be conducted in a way that is 'unfairly prejudicial' to its shareholders or some of them (and at least to the petitioner).

The court has a wide discretion as to the remedy (if any) to be granted to the petitioner, if it finds that there has

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