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‘Reasonable Offers’ As a Defence to Unfair Prejudice Petitions: Prescott v Potamianos
Author(s) -
Pavlovich Anthony
Publication year - 2020
Publication title -
the modern law review
Language(s) - English
Resource type - Journals
SCImago Journal Rank - 0.37
H-Index - 22
eISSN - 1468-2230
pISSN - 0026-7961
DOI - 10.1111/1468-2230.12505
Subject(s) - petitioner , flexibility (engineering) , prejudice (legal term) , appeal , set (abstract data type) , law , jurisdiction , political science , value (mathematics) , law and economics , sociology , economics , management , computer science , supreme court , machine learning , programming language
Abstract It is long established that a ‘reasonable offer’ for a petitioner's shares can defeat an unfair‐prejudice petition. Lord Hoffmann gave guidance about such offers in O'Neill v Phillips . Now, in Prescott v Potamianos , the Court of Appeal has set out three factors that help to determine in general whether an offer is ‘reasonable’. Those factors are: the value offered; the likelihood of implementation; and the proximity to the unfairly prejudicial conduct. The Court's guidance is useful for lawyers and their clients, as well as being broadly favourable for petitioners. But the Court emphasised that the unfair‐prejudice jurisdiction is based on fairness and so requires a considerable degree of flexibility. Such flexibility impairs the certainty that Lord Hoffmann was seeking to promote, and may create difficulties for parties making or receiving offers.