Frozen out, diluted or starved of dividends? Speak to Kestrel.
The main weapon for a mistreated shareholder in a private company is the unfair prejudice petition: where the company's affairs are conducted in a way unfairly harmful to you, the usual outcome is your shares bought at a fair value. First, though, the articles and any shareholders' agreement are read cold, because they set what everyone can and cannot do, and most disputes settle on that reading.
Minority shareholders are not powerless. The Companies Act lets any member petition where the company's affairs are being conducted in a manner unfairly prejudicial to them: exclusion from management in a quasi-partnership, dividends withheld while the majority pay themselves salaries, or dilution engineered to shrink your stake.
The court's favourite remedy is an order that your shares be purchased at a fair value, and in exclusion cases often without a minority discount. Valuation therefore becomes the real battlefield: date, method and discount move the number far more than the rhetoric does.
The constitution comes first: articles, any shareholders' agreement, pre-emption rights and drag and tag provisions. Where wrongdoing harms the company itself rather than you personally, the claim may belong to the company through a derivative action, a different and rarer route with court permission required.
Articles, shareholders' agreement, share classes and any vesting or pre-emption terms. Your rights on paper frame every later move.
Accounts, board minutes, dividend history, salary decisions and the correspondence around your exclusion or dilution. Ask formally for what you lack; members have information rights.
A letter that names the conduct, the provisions engaged and the remedy sought, usually a fair-value buyout, opens negotiation with the endgame visible.
An unfair prejudice petition is powerful but slow and costly; it is priced honestly first, and its existence usually drives settlement.
Tell Kestrel what happened. Plain answers on the spot, any hour, and a booked call with a lawyer if you want one.
Speak to Kestrel nowNo fixed limitation on unfair prejudice, but delay and acquiescence corrode the claim and the valuation date argument. If a dilution or sale is being forced through now, injunctive speed may matter this week.
This sits in our Corporate, partnership & shareholder practice. The machine builds the file; these lawyers do the law.
Solicitor · Co-Founder · Chief Executive Officer · Corporate, partnership & shareholder
The classic squeeze. Where remuneration is really disguised distribution and you are shut out, that pattern grounds unfair prejudice, and the accounts usually prove it.
Deadlock between equals is fertile ground for a petition or, in the endgame, winding up on just and equitable grounds. In practice, one side buys the other out; the legal levers set the price and the urgency.
Allotments must respect the articles, pre-emption rights and directors' duties on the purpose of their powers. A dilution engineered to weaken you is challengeable, and fast action preserves remedies.
The fight is date, methodology and discount. In exclusion cases courts often value without a minority discount, which can transform the number. This is where the case is really won.
Any hour. Plain answers, a fixed quote in writing, and a named solicitor by 9:00.
Speak to Kestrel