Right To Complain
To bring an action, one must be a member (a shareholder) of the company one complains against (this is defined by s.112 Companies Act 2006, the source of all sections hereafter, unless otherwise stated), or a number of members so long as they do not together hold a majority of votes. If they did hold a majority of votes, then they would be able to control the company and should not be relying on court to sort out their problems. Also able to bring actions are shareholder nominees, those "transmitted" shares by operation of law (s.994(2)), those transferred shares without yet having been registered as members and the Secretary of State (s.995). Shareholders may assert conduct was unfairly prejudicial even if it was before they joined the company and they may claim against a person who has already sold their shares (so the wrongdoer cannot escape). But once a claimant shareholder has sold his own shares and is no longer a member, no claim may be brought.
Unlike cases under trust law, there is no equivalent maxim that "he who comes to equity must come with clean hands" (because it does not say it in the statute). But it will be highly relevant how honourably a claimant may have acted to whether the relief should be granted. Sometimes unfair prejudice claims reveal a tangled history of "she did that, so I did this, and then she..." where it may prove difficult to discern who was really worse. Several cases have held that the controllers of a company may not use corporate assets to fight their side.
- Atlasview Ltd v Brightview Ltd EWHC 1056 (Ch), rejecting that a claim involving reflective loss was a bar
Read more about this topic: Unfair Prejudice In United Kingdom Company Law
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