Feb 2014
BERMUDA
SUPREME COURT
WINDING-UP – MINORITY OPPRESSION – SHAREHOLDER DISPUTES – S111 COMPANIES ACT, 1981
Minority oppression actions or shareholder disputes are relatively common in Bermuda but they rarely if ever go the full distance and end up in trial. In this case, the First Petitioner was a founder, shareholder, and former director of the First Respondent (the “Company”). In his capacity as a member of the Company he has issued a petition in which he applies for relief pursuant to Section 111 of the Companies Act, 1981 (the “1981 Act”). This was on the ground that the affairs of the Company are and have been conducted in a manner oppressive or prejudicial to his interests as a member.
The Company adopted a neutral position regarding the petition. However, the petition was opposed by the Second and Third Respondents, directors of the Company (in which they hold a majority of the shares).