Dispute Resolution analysis: The Court of Appeal held (overturning the first instance decision) that, where the unfairly prejudicial conduct of the majority involved them acting dishonestly and in breach of fiduciary duty, the petitioner was entitled to a share purchase order under section 996 of the Companies Act 2006 (CA 2006) even if the petitioner was no worse off financially than he would have been if unfairly prejudicial conduct had not occurred. This was so even if the majority genuinely believed that by its unfairly prejudicial conduct it would achieve a better financial outcome for members. The judgment is also interesting for its analysis of the overlap between the concepts of good faith and honesty and for the affirmation of the objective test of honesty. Written by David Fisher, barrister, New Square Chambers.
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