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Shareholder relief: finding clarity

12 April 2024 / Lizzie Shimmin , Sol Gelsomino
Issue: 8066 / Categories: Features , Procedure & practice , Company , Commercial
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The Court of Appeal has set a clearer path for shareholders seeking multiple forms of relief following wrongdoing in a company. Lizzie Shimmin & Sol Gelsomino report
  • In Ntzegkoutanis v Kimionis and others [2023], the Court of Appeal clarified the circumstances in which minority shareholders can seek relief in favour of a company in unfair prejudice proceedings, without needing to engage the derivative action statutory regime.
  • This judgment sets out a helpful list of key legal principles on seeking relief on behalf of the company by a minority shareholder via an unfair prejudice petition. It includes safeguards to protect against perceived attempts to improperly bypass the derivative action statutory regime.

There has, to date, been a lack of clarity on the circumstances in which a shareholder may seek relief on behalf of a company as part of an unfair prejudice petition. The distinction is important given the stringent requirements of the derivative action regime, and because of concerns that a shareholder may bypass that regime by effectively bringing

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