High Court Addresses Remedies for Unfairly Prejudicial Conduct in Family Business Dispute

Citation: [2023] EWHC 3232 (Ch)
Judgment on


The High Court case of Andrew James Bridgen v Paul Julian Bridgen & Ors [2023] EWHC 3232 (Ch) explores a corporate dispute within a family-run business. This article provides a detailed analysis of the legal principles applied and the consequential outcomes of the case. It discusses the court’s approach to determining the appropriate remedies for unfairly prejudicial conduct under Section 996 of the Companies Act 2006, and reflects on considerations given to the minority shareholders’ interests and the overall aim of achieving a clean break within the company structure.

Key Facts

The case revolves around petitions presented by Andrew James Bridgen, asserting that the affairs of A.B. Produce Trading Limited (ABPT), Bridgen Investments Limited (BIL), and AB Farms Limited (ABF), were conducted in a manner unfairly prejudicial to his interests as a member of those companies. Andrew alleges that Paul Julian Bridgen, his brother and co-shareholder, had engaged in conduct causing financial loss to one of those companies, PLC (a wholly owned subsidiary of ABPT). Andrew’s petitions against BIL and ABF were dismissed, but specific allegations against Paul concerning ABPT were upheld.

The primary disputed remedies included Andrew seeking to buy Paul’s shares in ABPT, versus ABPT buying Andrew’s shares or Paul buying Andrew’s shares. Significant scrutiny was placed upon the financial value of these shares and how they should be compensated, considering the unfairly prejudicial actions of Paul.

Unfair Prejudice Remedy

The judgement reaffirms that the usual remedy for unfairly prejudicial conduct involves a shareholder buyout, typically with the respondent purchasing the petitioner’s shares. However, there is flexibility in this approach, taking into account the need for a clean break between disputing members and the company’s future operations.

Valuation of Shares

A critical aspect was the valuation of shares, which involved calculating the maintainable EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) and applying EBITDA multiples sourced from comparable companies. Adjustments were essential to reflect non-recurring items and projected financials. Crucially, any valuation had to consider the full implications of Paul’s prejudicial conduct.

Minority Discount

In determining the value of shares, the court acknowledged that no minority discount should apply, as the acquired shareholding would provide a controlling interest. This challenges the typical market approach, which often considers minority shares less valuable due to reduced control over the company.

Interest of Other Shareholders and Directors

The court also contemplated the interests of minority shareholders and the company’s directors, recognizing that an order must be fair and proportionate, and should not result in the continuation of conflict within the company’s affairs.

Conduct of Petitioner

The court considered whether the conduct of the petitioner, Andrew, influenced the unfairly prejudicial conduct of Paul. Drawing on earlier case law, it concluded that only conduct with a direct or indirect connection to the respondent’s unfairly prejudicial actions should affect the remedy.


The court ordered that Andrew be allowed to purchase Paul’s shares in ABPT, subject to Andrew offering to buy out the shares of Mr Ellis, Mr Tomkinson, and the SSAS at fair value, and all shareholders in BIL. This approach aimed to provide a clean break while ensuring fairness to all concerned parties.


The case demonstrates the court’s broad discretion in providing relief for unfairly prejudicial conduct in a company. The chosen remedy must align with the specific circumstances of the case, aiming for fairness, proportionality, and ideally, a clean break that prevents further intra-company disputes. This decision underscores the importance of scrutinizing the petitioner’s conduct in relation to the prejudicial actions and balancing the interests of all shareholders in the outcome. It also highlights the evolving nature of share valuation in the context of tribunal orders and sets a precedent in analyzing the conduct of all parties within corporate litigation.