Section 994 unfair prejudice petition—adjusting the purchase price to reflect found breaches of duty (Birdi v Specsavers)

Article summary

Dispute Resolution analysis: Pursuant to an unfair prejudice petition under section 994 of the Companies Act 2006 (CA 2006), Mr Justice Nugee has considered whether, where the parties are agreed that the respondent will purchase the petitioner’s shares at an agreed valuation, that valuation should be specifically adjusted to reflect judicial findings of fact in relation to a number of alleged breaches of duty on the part of the respondent. Nugee J preferred the respondent’s submissions that where the value of the shares is to be determined by a valuer and the court has had no expert evidence, the court is unlikely to be in a good position to determine what adjustment should be made to the price, thus it is for the expert valuer to decide on the adjustment to be made. That said, relief under s 994 is discretionary and flexible. Therefore the question of what adjustment should be made was not...