Profinance Trust SA v Gladstone [2002] 1 BCLC 141

Court: Court of Appeal

Facts: Profinance, a minority shareholder, brought an unfair prejudice petition against the majority shareholder, Mr. Gladstone. Since the date of the petition, the value of the shares had increased threefold, attributed to Mr. Gladstone's efforts. The judge initially ordered the shares to be valued at the date of the petition, which Profinance appealed.

Issue: Should the shares be valued at the date of the petition or the date of the order?

Held: The Court of Appeal ruled that the shares should be valued at the date of the hearing. The earlier valuation was erroneous as it unfairly favored Mr. Gladstone, who had benefited from the increase in value.

Key Judicial Statement: Robert Walker LJ outlined the general rule that shares should be valued at the date of the buy-out order unless fairness requires a different date. The Court emphasized that fairness should guide the determination of the valuation date.

💡 LevelUpLaw: In unfair prejudice cases, share valuation should typically occur at the time of the buy-out order unless fairness suggests an alternative date.