Statutory Minority protection

s.122(1)(g) 1986 - just and equitable to wind up
Ebrahimi v Westbourne Galleries - E was voted off the board using the power conferred by s.168 2006.
Held: just and equitable to wind up because E agreed to the formation of the company based on the essence that their business relationship will remain the same.
Factors:
- basis of the business was a personal relatiosnhip
- all certain shareholders will participate in management
- restriction on the transfer of members' interest

Grounds:
- Substratum has failed (Re German Date Coffee Co)
-  Fraud. The company was form in order to defraud the shareholders (Re Thomas Edward Brinsmead & Sons)
- Deadlock (Re Yenidje Tobacco Co)
- justifiable loss of confidence in company's management (Loch v John  Blackwood)
- exclusion from participation in a small private company where there was mutual confidence

If other remedies are available, a petition to wind up may be struck out (s.125(2))

s.994 - Unfair Prejudice
(a) company's affairs are conducted unfairly prejudicial to the interests of its member
(b)
Company affairs - Nicholas v Doundcraft Electronics: the failure of a parent company to pay debts due to its subsidiary
Re City Branch Group - director of holding company are also director of subsidiary (corporate veil?)
O'Neill v Phillips - conduct affecting the petitioner qua director will suffice
Re Ghyll Beck Driving Range - son has been unfairly excluded from the management of the golf range.
Held: ordered majority to purchase the petitioner's shares
Re a Company - company articles: a member, on ceasing to be director, would be required to transfer his shares to the company.
Director declined offer. He petitioned to restrain the compulsory acquisition
Interests