McCallum-Toppin and another v McCallum-Toppin and others

Company – Member. The petitioners succeeded on their petition, under s 994 of the Companies Act 2006, complaining of unfairly prejudicial conduct by the first three respondent directors (the directors) in respect of the fourth respondent family company. The petitioners had acted in their capacity as the executors and trustees of a will made by the deceased former shareholder of the company (AG). The court had held in earlier proceedings that AG's estate had been transferred, so as to be vested in the petitioners. The Companies Court held, among other things, that the payment of excessive remuneration to the directors, and the failure to make a decision in good faith to pay dividends, amounted to unfairly prejudicial conduct. Accordingly, in circumstances where the third respondent did not wish to continue to be a shareholder in the company, and on the facts, the first two respondents were ordered to buy the petitioners' shares in the company at a fair value.

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