Judgment has been handed down this week in Transwaste Recycling and Aggregates Ltd [2024] EWHC 330 (Ch) after a three-week trial. Simon Bass and Oliver Cashman were instructed by the Respondents in this matter which was an unfair prejudice petition concerning a waste management company. The Petition sought to challenge transactions worth in excess of £45million on the basis that they formed part of a deliberate and unlawful scheme on the part of the majority to divert profits from the company. 

The decision addresses in detail issues of perennial interest to the company lawyer: the meaning of unfair prejudice; the interaction between the s.994 jurisdiction and shareholders’ agreements; the appropriate relief to a minority shareholder; the date of valuation; and whether the shareholding should be valued taking into account a minority discount.

We retained Thomas Grant KC (Wilberforce Chambers) and Gabriella McNicholas (Maitland Chambers) who successfully defended the allegations, arguing that the relief granted should reflect the contractual bargain contained in the shareholders’ agreement so far as possible.

To read the full judgment, please click the button below.