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PRACTICE NOTES
CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the penalty notice of 24 November 2011; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger investigation into the anticipated acquisition by Just Eat.co.uk Limited of Hungryhouse Holdings Limited, a transaction with horizontal overlaps in markets for online takeaway ordering services. Latest developments On 24 November 2017, the CMA issued a penalty notice to Hungryhouse for failure to comply with a section 109 notice; the CMA imposed a fine of £20,000. Specifically, Hungryhouse failed, without reasonable excuse, to comply with a section 109 notice issued by the CMA on 31 May 2017 by failing to provide certain requested documents to the CMA by the required deadlines. The CMA determined that Hungryhouse had no reasonable excuse for this failure to comply and that the failure to respond had an adverse impact on the phase 2 inquiry (which increased the cost of the inquiry and resulted in a duplication of work as well as risking the decision being taken on incomplete
NEWS
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.
PRACTICE NOTES
A minority member in a company does not have much power to influence its management or any majority members and, therefore, sometimes their interests are disregarded. Should they need to protect their position, a minority member may do so in a number of ways, eg they may seek that the company be wound up, bring an unfair prejudice claim by petition or pursue a derivative claim. A minority member may also bring a claim against a director in their personal capacity, rather than as a director, where there are grounds to do so. This fundamentals note considers how a minority member may seek to protect their interest in a company by seeking that it be wound up. For further information, see Practice Notes: Just and equitable winding-up—what it is and when to use it and Just and equitable winding-up—the procedure. For information on the other procedures and remedies available to a minority member, see Practice Notes: Derivative claims—fundamentals and Unfair prejudice claims—fundamentals. What is a minority member? There is no definition of a minority member in the
PRACTICE NOTES
This Practice Note considers broadly the procedure for petitioning the court to make a winding-up order on the just and equitable ground. Depending on the court in which your matter is proceeding, you may need to be mindful of additional provisions—for details, see the section below: Court specific guidance. For the key terminology used in respect of a just and equitable winding-up petition, see Practice Note: Just and equitable winding-up—what it is and when to use it—Key terms encountered when applying for a winding-up on the just and equitable ground. Preliminary considerations This Practice Note deals mainly with the procedure where a just and equitable winding-up petition is commenced as a free-standing claim. As this is a relatively rare occurrence, variances in practice between and indeed within courts may be encountered, for example when listing a petition for initial directions. A claim to wind-up a company on the just and equitable ground is sometimes made as an alternative claim in a section 994 petition (Alternative Claim), as discussed in Practice Note: Just
PRACTICE NOTES
This Practice Note considers the statutory procedure of a winding-up petition on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986 (IA 1986), what it is and when it can be used to protect minority shareholders’ rights. It looks at who can bring a petition, the companies against which a petition can be brought and the grounds for ordering a company to be wound up (including unfair prejudice). It also looks at the impact of the petitioner’s conduct (including delay) and the remedies available. For a guide to terminology used in this Practice Note—see below section: Key terms encountered when applying for a winding-up on the just and equitable ground. For guidance on procedure, see Practice Note: Just and equitable winding-up—the procedure. What is a just and equitable winding-up petition? A petition to wind up a company on the just and equitable ground is a statutory remedy, provided by IA 1986, ss 122–125. Although the petition seeks a compulsory winding-up
GLOSSARY
Justice, in legal practice, refers to the fair and impartial application of law, procedure and remedies so that parties’ rights and obligations are properly determined and upheld. It encompasses both substantive justice (fairness of the legal rules and outcomes) and procedural justice (fairness of the processes, including access to the courts, the right to be heard and the right to a fair trial). Across England and Wales, Scotland, Northern Ireland and Ireland, “justice” is used descriptively rather than as a single, exhaustive statutory definition, though related concepts (such as “interests of justice” or “miscarriage of justice”) are defined or elaborated in specific legislation and case law. The term underpins core legal principles, including judicial independence, open justice, proportionality and equality before the law. It frequently appears in tests for granting relief or exercising discretion (for example, extensions of time, anonymity orders, or setting aside judgments) and in appeals alleging that a decision was unjust. Usage is broadly consistent across the UK and Ireland, though particular doctrines and remedies (such as judicial review grounds or criminal appeal standards) vary by jurisdiction.
NEWS
The House of Commons Justice Committee held a pre-appointment hearing for Nicole Lappin, the government's preferred candidate for Chair of the Independent Monitoring Authority for the Citizens' Rights Agreements (IMA). Lappin outlined her experience in public sector governance and her approach to the IMA's role in monitoring and promoting EU citizens' rights post-Brexit. Key challenges discussed included raising the IMA's profile, managing stakeholder expectations, and effectively utilising its statutory powers. Lappin highlighted the IMA's work in advising on legislation and intervening in court cases, as well as addressing ongoing issues with EU Settlement Scheme applications. The Committee explored Lappin's strategies for maintaining the IMA's independence and managing potential conflicts of interest.
NEWS
The House of Commons Justice Committee met on 15 January to scrutinise the work of the Attorney General and the Solicitor General. The session featured evidence from Lord Hermer KC, the Attorney General, and Lucy Rigby MP, Solicitor General.
NEWS
The Justice Committee has launched a call for evidence on the Courts and Tribunals Bill, which was introduced in the House of Commons on 25 February 2026 and is due for its Second Reading debate on 10 March 2026. Submissions are invited on any of the clauses in the Bill and its overall policy objectives. The Bill proposes structural reforms to the criminal courts, changes to evidence and procedure in sexual offence prosecutions, repeal of the presumption of parental involvement in the Children Act 1989 and updates to operational and leadership arrangements across courts and tribunals. Evidence submitted will inform the Committee’s scrutiny, including an oral evidence session on 17 March 2026. Andy Slaughter MP, Chair of the Justice Committee, has stressed that the government must explain exactly what type and number of cases will lose the right to a jury trial and how much this will contribute to reducing the backlog. He added that the Committee’s scrutiny of the Bill will be informed by the call for evidence. The call for evidence closes on 11 March 2026.
NEWS
On 20 October 2025, the chair of the UK House of Commons' justice committee wrote a letter to the Ministry of Justice asking a number of pertinent questions about the Government's likely response to the recent Mazur judgment clarifying the qualifications needed for the right to conduct litigation in England and Wales.
NEWS
The House of Commons Justice Committee has published a report on the Courts and Tribunals Bill, examining the proposed reforms to the criminal courts and making recommendations on their implementation and potential impact. The Committee states that the government should have published a formal response to Sir Brian Leveson's Independent Review of Criminal Courts before introducing the Bill and that greater parliamentary scrutiny should have been provided. It also questions whether magistrates' courts have the capacity to manage the additional workload that could result from the reforms.
NEWS
The House of Commons Justice Committee has published a report, examining the state of the County Court in England and Wales. The Committee found the County Court to be in a state of dysfunction, describing it as the neglected ‘Cinderella service’ of the justice system. The report identifies that average waiting times for small claims cases now exceed 50 weeks, a trend that predates the coronavirus (COVID-19) pandemic and has been exacerbated by increased demand, staffing challenges, and a rise in litigants-in-person. These delays stem from long-standing issues that the Ministry of Justice and HM Courts and Tribunals Service (HMCTS) have failed to resolve.