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y the company or majorityshareholders. Other orders include regulating the future affairs of the company or restraining thecompany from altering its articles *Edin. L.R. 95 of association without court approval. InGamlestaden, the order sought was one requiring the company's directors to pay damages to thecompany. In Wilson, as we shall now see, the order sought was the purchase of the minority's shares.

B. WILSON
Wilson was a minority shareholder (30%) in a company formed with another shareholder (Shaw) whoheld the remaining shares. Wilson petitioned for relief under section 459, making several allegationsof unfairly prejudicial conduct. These included Shaw's unilateral payment of company funds to another company in which his son was interested; the levying on the company of managementcharges (in excess of ￡200,000) payable to other companies in which Shaw was interested, wherethe company derived no benefit; and the failure to hold annual general meetings. At first instance thesheriff found that the affairs of the company had been conducted in an unfairly prejudicial manner andordered that Shaw purchase Wilson's shares.12This decision was upheld by the First Division onappeal.13Several days were allotted for the further appeal to the House of Lords,14but in the eventonly a few hours were needed. The main point argument for the appellant was that the managementcharges were not unfairly prejudicial because Wilson had previously consented to similar payments.In rejecting the appeal, Lords Hoffmann and Hope (delivering the only reasoned opinions, with whichLords Rodger, Walker and Carswell agreed) expressed surprise that the case had reached theHouse. Lord Hope emphasised that the limits on the right of appeal to the House of Lords must be“carefully and jealously respected”,15particularly the restriction to questions of law and therequirement to give a proper estimate of the time needed. Lord Hope was not satisfied that counselhad given proper attention to these matters.

 

 

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