"In the future as the MD I will propose the agenda and set the time and date for the meetings."
"It is clear that you have a misinterpretation of the position that you are in. We are not discussing my position or role within Macom GmbH (UK) Ltd. I am a shareholder, Managing Director and Chair of the Board. If it is not already clear to you it is your role that is under discussion. You are a non-shareholding employed director. The above are clearly documented facts. As the MD and owner I will look to canvas your professional opinion in work matters as I value your experience and knowledge. I will also listen to your opinions in other areas. However the final decisions on the running of the UK business are for me to make. It is not the position of a non-shareholding director to challenge these decisions once made. I understand that this may cause you frustration however if you are not happy with this situation you should address your concerns with the other shareholders."
"I am not nor have I ever been a manager. Like it or not, contractually, by agreement and in law, I am and have always been the senior shareholder, Managing Director and Chairman of Macom GmbH (UK) Ltd. with all that implies and entails."
"Looking at the shareholder's agreement it appears that Michael has been added in error as he has not been allowed by the other shareholders to have shares in the company and the agreement is quite clear that shareholders have to have shares, see sections 5.3 and 5.4 As this is clearly in error and therefore void I can't see that it would need a resolution from the shareholders to reverse, however, I would like to understand how we would go about taking him from the register to set things in line with the agreement."
"Finally, as per the shareholder's agreement, the business plan is to pursue profitable Information Technology consultancy sales in the UK territory, currently, as such Macom GmbH (UK) Ltd requires no other business plan."
"On behalf of the Macom GmbH board, Bjorn Jensen personally and me as the representative I have to admit that none of us has ever had an experience with such an unprofessional, aggressive, clueless and arrogant behaviour as you show towards us since November 2019. I doubt, if you should be proud about that, but you probably are. The reason for your incredible way of acting is nothing but pure greed for your personal enrichment …"
" clause 7.1 . (12) "
"Nothing in the shareholders agreement or the Matrix makes MK a 'full director' or any other kind of director."
"(1) A member of a company may apply to the court by petition for an order under this Part on the ground - (a) that the company's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial."
"(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of. (2) Without prejudice to the generality of subsection (1), the court's order may - (a) regulate the conduct of the company's affairs in the future; … (e) provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company's capital accordingly."
"(1) The concept of unfairness, although objective in its focus, is not to be considered in a vacuum. An assessment that conduct is unfair has to be made against the legal background of the corporate structure under consideration. This will usually take the form of the articles of association and any collateral agreements between shareholders which identify their rights and obligations as members of the company. Both are subject to established equitable principles which may moderate the exercise of strict legal rights when insistence on the enforcement of such rights would be unconscionable. (2) It follows that it will not ordinarily be unfair for the affairs of a company to be conducted in accordance with the provisions of its articles or any other relevant and legally enforceable agreement, unless it would be inequitable for those agreements to be enforced in the particular circumstances under consideration. Unfairness may, to use Lord Hoffmann's words, 'consist in a breach of the rules or in using rules in a manner which equity would regard as contrary to good faith' … ; the conduct need not therefore be unlawful, but it must be inequitable."
"Where the acts complained of have no adverse financial consequence, it may be more difficult to establish relevant prejudice. This may particularly be the case where the acts or omissions are breaches of duty owed to the company rather than to shareholders individually. If it is said that the directors or some of them had been in breach of duty to the company but no loss to the company has resulted, the company would not have a claim against those directors. It may therefore be difficult for a shareholder to show that nonetheless as a member he has suffered prejudice."
"I recognise of course that an order for the purchase of an unfairly prejudiced shareholder's shares, either by the other shareholders or by the company, has become almost the norm in cases where unfair prejudice is established in relation to the affairs of private companies. It is, nonetheless, not the relief sought by the petition, and the submission that (if otherwise minded to grant relief) I should do so by way of buy-out rather than, in effect, specific performance of the 1993 bargain plus compensation for breach, was made only in closing submissions. The result is that the potentially difficult and expensive process of valuing Joe's shares on the appropriate assumptions has yet even to begin. More generally I consider that the court should not close its mind to a bespoke solution to a particular form of unfair prejudice, other than by ordering a buy-out, at least in cases where a remedy that leaves the warring parties as shareholders in the same company does not of itself perpetuate an impossible relationship of joint management, or otherwise risk aggravating an existing dispute."
"The form which the relief to be granted under s. 75 should take is discretionary. If, in a particular case, the court considers that a respondent who has wrongfully extracted substantial sums of money from a company should make recompense by paying a stated sum to the petitioner, or to the company, I do not see why such an order should not be made even if the respondent does not have and is unlikely to obtain the necessary means; although, no doubt, his financial position would be a matter to be taken into account by the court in deciding upon the form of relief. If that is correct, I do not see why the position is in principle any different in the case of a purchaser of shares: the respondent is being ordered to pay a fixed sum of money, and shares (like other forms of property) may subsequently fall or rise in value. Of course, in considering whether to make a purchase order, the court will have regard to the means of the respondent and also, if he will need to have recourse to the property which is the subject of the purchase order, or other property, to obtain the purchase price, to the likelihood of him being able to realise or obtain money on the security of that property. But these are questions of degree, and the weight to be attached to these considerations will depend on all the circumstances of the case. They are matters for the discretion of the trial judge."
"What the judge was deciding was the amount of the compensation which Mr Bolton should pay Mr Lewis for the wrong he had done him … . The fact that a wrongdoer is impecunious is no reason why judgment should not be given against him for the amount of compensation due to his victim. What Mr Lewis should do to get money out of Mr Bolton, claiming, as he still does, that he is impecunious, is a matter from him to decide, not the court."
"I am not persuaded that the statutory provisions are sufficiently wide to permit the court to make an order in favour of a party who has entered the process as a respondent and who has remained only in that capacity. Section 996 provides for relief to be given 'in respect of the matters complained of'. That is a reference to the complaint of the petitioner, in terms of section 994, that there has been prejudice to the interests of members generally or to some part of the members including at least the petitioner. In other words, the focus is on conduct prejudicial to the petitioner. To the same effect, section 996 makes clear that the court's jurisdiction opens up if it is satisfied 'that a petition under this Part is well founded'. That is a reference to the application by way of petition under section 994: again, the power to make an order may be exercised only under reference to the application of the member who has brought the petition. The power does not extend to a member who has not applied by way of petition."
"In the present case, the correctness or otherwise of that proposition is academic, since ultimately, when it was apparent from the judge's judgment that Mr Hawkes would not be able to buy out Mr Cuddy, he agreed to the order proposed by the judge being made on his petition. On any basis, therefore, the judge had power to make the order he did. But I would not want it to be assumed that that proposition represents the law. The terms of section 996 are clear: once the court is satisfied that a petition is well founded, 'it may make such order as it thinks fit', not 'such order as is sought by the petitioner'."
"The unacceptability to the petitioner of the relief that the court otherwise considers appropriate is doubtless a major consideration to be taken into account when deciding whether to grant that relief, but it goes to the exercise of the discretion of the court, not to the power of the court to make such order as it thinks fit."
"The maximum amount that is available for Germany to draw down at the current time is approximately£90,000.00 which is the remainder of the dividend from last year less amounts for Michael's travel and expenses which Germany pays for from its loan account. As the accounts are not yet finalised and no dividend is declared, nothing is available to be drawn. … Once dividends are declared I have first call on my initial dividend and take this when there are sufficient funds available to pay it. We can then look at when funds are available to pay Germany its 60% and whatever is over to the respective parties in the 60-40 amounts."
"As the accounts are not yet finalised and no dividend is declared, nothing is available to be drawn."
"The dividends available total£368,000.00 . We don't have the money to pay all of this. If I take my money first that leaves£158,000.00 in the bank, take the£120,000 need for the quarter that leaves£380,00.00 . In our agreement we have to ensure there is money in the bank to pay our bills this is a legal requirement in the UK. We also have a shareholding of 60/40 and we have agreed that money in the same proportion has to stay in the account, for example if I have 40k then Germany has to have£60k in the current situation my money is at risk in the same way Germany's is I have£148,000.00 in the account Germany has to have£220,000.00 . I don't take my money Germany does not take theirs. "
"Finally, as per the shareholder's agreement, the business plan is to pursue profitable Information Technology consultancy sales in the UK territory, currently, as such Macom GmbH (UK) Ltd requires no other business plan."
"This judgment, exactly as it appears above, was produced in draft in the usual way and sent, under embargo, to the parties for their editorial corrections. Professional lawyers ought to know that the circulation of draft judgments for this purpose should not be taken as a pretext to reargue the case. It has been said on many occasions that an invitation to go beyond typographical and other minor corrections and reconsider the substance should be made only in the most exceptional circumstances: see e.g. Egan v Motor Services (Bath) Ltd (Note)[2008] 1 WLR 1589 , [49]-[51] (Smith LJ); R (Mohamed) v Secretary of State for Foreign and Commonwealth Affairs (No. 2)[2011] QB 218 , [4] (Lord Judge CJ); In Re I (Children)[2019] 1 WLR 5822 , [25]-[41]. As King LJ put in in the latter case, at [41], 'a judge's draft judgment is not an 'invitation to treat', nor is it an opportunity to critique the judgment or to enter into negotiations with the judge as to the outcome or to reargue the case in an attempt to water down unpalatable findings'."