''Re Bird Precision Bellows Ltd''
984Ch 658 is a
UK company law and
UK insolvency law case concerning
unfair prejudice
Unfair prejudice in United Kingdom, company law is a statutory form of action that may be brought by aggrieved shareholders against their company. Under the Companies Act 2006 the relevant provision is s 994, the identical successor to s 459 Compa ...
.
Facts
The majority was ordered to buy the 26% minority in a quasi-partnership under the old
Companies Act 1980 section 75, now
Companies Act 2006
The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law.
The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely ...
section 996. There was then a dispute as to the basis on which the court should fix the price, and in particular whether there should be any discount to reflect the fact that the petitioners only had a minority holding.
Nourse J held that the price should be determined on a pro rata basis, without any discount.
[ 986Ch 658, (1985) 1 BCC 99,467]
Judgment
The Court of Appeal upheld Nourse J and although this was on the basis that this was a proper exercise of the judge’s discretion, Oliver LJ (at p. 674B–C; 99,475) made it clear that he would not himself have come to any other conclusion. Generally there is no discount for the fact that one is a minority shareholder. But the exception is where shareholders acquired their shares as an investment (so they probably would have paid less for a minority stake anyway).
See also
*
UK company law
Notes
{{reflist, 2
References
*
United Kingdom company case law
Court of Appeal (England and Wales) cases
1984 in United Kingdom case law