- Cited — DnaNudge Limited v Ventura Capital GP Limited 2023-10-09
“…[1999] 1 WLR 1092 at 1098 in relation to the predecessor of the unfair prejudice jurisdiction under section 994 of the Companies Act 2006, the concept of fairness must be applie…”
- Applied — Mark Faulkner & Ors v Vollin Holdings Limited & Ors 2022-10-21
“…ound that the Company was not a “quasi-partnership” company to which any equitable considerations of the type identified by Lord Hoffmann in O’Neill v Phillips [1999] 1 WLR 1092 might apply. Instead, the Judge accepted that, in excluding Dr. Sachs and Mr. Faulkner, the Investors had acted in breach of the terms of a shareholders’ agree…”
- Cited — Mark Faulkner & Ors v Vollin Holdings Limited & Ors 2022-10-21
“…he members had agreed that the affairs of the Company should be conducted, i.e. the 2013 Articles and the 2013 SHA: see per Lord Hoffmann in O’Neill v Phillips [1999] 1 WLR 1092 at 1098G-1099A.…”
- Cited — In the matter of Kings Solutions Group Limited 2021-12-17
“… that the affairs of the company should be conducted, or the use of those rules in a way which equity would regard as contrary to good faith: O’Neill v Phillips[1999] 1 WLR 1092 at 1099 A-B per Lord Hoffmann;…”
- Cited — In the matter of Kings Solutions Group Limited 2021-12-17
“… what allegations can be advanced is, for the reasons set out above, unprincipled. It also calls to mind the observations of Lord Hoffmann in O’Neill v Phillips[1999] 1 WLR 1092 at 1098,…”
- Followed — John McKeown v Diana Langer 2021-11-26
“…espondent’s shares in the Company at a price to be determined by an independent expert (an “O’Neill offer”) following the guidance given in O’Neill v Phillips ([1999] 1 WLR 1092 (“O’Neill”). The offer specified the assumptions which were to govern the purchase. In the light of the liability judgment the proposed buy-out terms were more…”
- Applied — Loveridge v Loveridge 2021-11-19
“…e letter states that it “constitutes an O’Neill v Phillips offer” (that is, an offer made in line with the guidance given by Lord Hoffmann in O’Neill v Phillips[1999] 1 WLR 1092 at pp.1107-1108) and that if it was not accepted they intended to apply to strike out the petition in respect of Kingsford. The terms of the offer included:…”
- Cited — Loveridge & Ors v Loveridge 2020-08-24
“…that the affairs of the company should be conducted, or the use of those rules in a way which equity would regard as contrary to good faith: O’Neill v Phillips [1999] 1 WLR 1092 at 1099 A-B per Lord Hoffmann;…”
- Cited — Lehman Brothers Australia Ltd v MacNamara & Ors 2020-03-04
“…ness with the need to restrict the application of the principle in Ex parte James and keep it within strict bounds. As Lord Hoffmann said in O’Neill v Phillips [1999] 1 WLR 1092 at [1098], as regards the statutory jurisdiction to give relief in respect of unfairly prejudicial conduct of the affairs of a company, it does not mean that “…”
- Cited — Badyal v Badyal & Ors 2019-10-08
“…lief for “unfair prejudice” and on the “just and equitable” winding-up ground. He said that this was illustrated by the judge’s reference to O’Neill v Phillips [1999] 1 WLR 1092, a case of alleged “unfair prejudice”. Again, however, the judge was addressing the primary submission for TSB that a breakdown of mutual trust and confidence …”
- Considered — Badyal v Badyal & Ors 2019-10-08
“…This issue was specifically addressed by Lord Hoffmann in the leading case O'Neill v Phillips [1999] 1 WLR 1092 1104B – 1105C. When considering a claim of unfair prejudice under section 459(1) (as amended) of the Companies Act 1985 he rejected the submission that because…”
- Cited — Prescott v Potamianos & Anor 2019-06-06
“…voting power to exclude the minority (Dr Potamianos) from management: O’Neill v Phillips [1999] 1 WLR 1092, 1102.…”
- Cited — Prescott v Potamianos & Anor 2019-06-06
“…As Lord Hoffmann observed in O’Neill v Phillips [1999] 1 WLR 1092 at 1104 (quoting Lord Wilberforce in In re Westbourne Galleries Ltd [1973] AC 360, 380), “one should not press the quasi-partnership analogy too far”. Similarl…”