July 22, 2021
The Court of Appeal in Jersey has provided a detailed analysis of the constituent elements necessary to establish unfair prejudice under Jersey law, given guidance as to the remedial and evaluative nature of the relief to be granted where such conduct is established and considered the factors to be taken into account by a Jersey court when deciding whether a minority discount should be applied in FTV & others v ETFS Capital & Tuckwell. The Court of Appeal also considered the applicable legal principles and the circumstances in which a company would be wound up on the just and equitable ground in Jersey.
The Court of Appeal upheld the Royal Court’s conclusion that the majority shareholder, Mr Tuckwell, had conducted the affairs of the Company in an unfairly prejudicial manner and that the plaintiff shareholders should have their shareholdings purchased with a minority discount to be applied. Gregory Denton-Cox and Emma Horner acted for the minority shareholders in the trial before the Royal Court and for the appeal before the Court of Appeal.