Re Coroin Ltd [2013] EWCA Civ 781

 Court: Court of Appeal

Facts: The claimant was part of an investor consortium with no personal relationship among shareholders (i.e., no quasi-partnership). A shareholders’ agreement included a pre-emption clause, preventing the transfer of shares without offering them first to existing shareholders. The defendant engineered a transfer of his shares to a third party, avoiding the pre-emption provision. The claimant sought a court order under s.994(1) to acquire the shares, claiming unfair prejudice.

Held: Arden LJ held that the claimant could not establish relevant prejudice because the defendant’s actions, as a shareholder, did not constitute the conduct of the company’s affairs or an act of the company. The breach of the pre-emption clause was not considered an "act or omission" of the company under s.994(1).

💡Leveluplaw: In non-quasi-partnerships, breaches of shareholder agreements typically don't constitute unfair prejudice unless they directly involve the company’s affairs.