Re Contingent and Future Technologies Ltd

Can I bring a claim if I’m no longer a shareholder because my shares have been taken away from me? 

If you’ve had your shares taken away from you against your will or perhaps have been forced to give them up under good or bad leaver provisions at a valuation you’re unhappy about, you may be wondering whether you still have any rights. Many people assume that once their name has been removed from the company’s share register, they cannot challenge what happened. 

The High Court’s decision in Re Contingent and Future Technologies Ltd [2023] EWHC 2451 (Ch) has made the position clearer and far more helpful for individuals who believe they have been treated unfairly. 

The position before Re Contingent: no shareholder status, no claim 

Before this judgment, the general rule was simple but strict: 

• Only a current shareholder could bring an unfair prejudice claim under section 994 of the Companies Act 2006. 

• A “shareholder” meant someone whose name was already on the register of members. 

• If your shares had been transferred away because you were labelled a bad leaver, you were not on the register. 

• That meant you had no standing to bring a claim unless you first won separate rectification proceedings to put your name back on the register. 

This created a costly two-stage process: 

1. Fight to be reinstated as a shareholder. 

1. Only then start the unfair prejudice claim. 

For many people, that doubled the time, expense and complexity. 

What the court changed in Re Contingent and Future Technologies 

In a notable departure from the usual approach, the High Court took a different view in this case. The respondent had applied to strike out the petition on the basis that the petitioner was not a member when the claim was issued. However, in accordance with the overriding objective, the High Court used its case-management powers to adopt a more practical approach.  

The court ordered a split trial within the same proceedings. The first stage determined whether the register of members should be rectified, and whether the unfair-prejudice petition was well founded. While the second dealt with any issues of quantum. By hearing these points together, the court removed the need for separate rectification proceedings and allowed the petitioner to address the membership dispute and the unfair-prejudice allegations at the same time.  

This marked a clear shift in approach and gives former shareholders a far more practical route to challenge unfair treatment.   

What this means if you were forced out as a good or bad leaver or otherwise 

If your shares were taken away from you, this case carries real significance. It confirms that you are not automatically barred from pursuing a claim merely because your name has been removed from the register. 

You may bring a single unfair-prejudice petition inviting the court both to restore your name to the register and to examine whether the company’s use of the leaver mechanism amounted to unfair prejudice as long as that petition includes a claim for rectification of the register. 

The decision gives the court the freedom to deal with these issues together, streamlining the process and reducing the need for parallel or duplicative proceedings. 

When to get advice 

If you believe the company wrongly treated you as a bad leaver, or are unhappy with the valuation you may still be able to bring an unfair prejudice claim even though you are no longer a shareholder. Good and bad leaver disputes are highly fact-specific. If you have been pushed out of a business, undervalued, or wrongly categorised as a bad leaver, early advice can make a critical difference.