Unfair prejudice actions have generated an enormous body of cases, many of which are called "Re A Company", with only a six-digit number and report citation to distinguish them.
In Re Saul D Harrison plc,[2] Hoffmann LJ remarked, "'Unfairly prejudicial' is deliberately imprecise language which was chosen by Parliament because its earlier attempt in s. 210 of the Companies Act 1948 to provide a similar remedy had been too restrictively construed.
The earlier section had used the word 'oppressive', which the House of Lords in Scottish Co-operative Wholesale Society v. Meyer [1959] AC 324 said meant 'burdensome, harsh and wrongful'.
"Hence the unfair prejudice remedy was introduced as an implicit instruction to the courts to liberalise and broaden the law to allow for more petitions by minority shareholders.
Shareholders may assert conduct was unfairly prejudicial even if it was before they joined the company[5] and they may claim against a person who has already sold their shares (so the wrongdoer cannot escape[6]).
(2) Without prejudice to the generality of subsection (1), the court’s order may— The typical award made is for a minority shareholder's shares to be purchased at a fair value.
A salient feature of the action is the sheer volume of cases brought, often with long complicated histories, as shareholders dig into the dirt of the past, with which to bring evidence of "unfair prejudice".