The statutory unfair prejudice remedy for minority shareholder protection in Pakistan: Difficulties of section 290 of the Companies Ordinance 1984

Abstract

The unfair prejudice remedy as contained in s.290 of the Companies Ordinance 1984 entitles a member with a shareholding of twenty percent or more to petition to the court for suitable and appropriate court orders in circumstances where the member has been unfairly prejudiced. The major difficulties and complexities emerging from the examination of s.290 relates to (but not limited to) locus standi, high cost of litigation due to the length and complexity of the unfair prejudice litigations, lacunas in share valuation, cumbersome court procedures, low quality of pleadings, unethical conduct of lawyers, etc. The purpose of this paper is to shed light on these topical questions. It is contended that the legislature and the courts will have a strong role to play in providing clarity and certainty to the law. The first part provides a brief overview of the statutory unfair prejudice remedy contained in s.290. The second part discusses the concept of unfair prejudice in the United Kingdom and its difficulties. The third part provides a framework of the unfair prejudice remedies available under s.290 and discusses the inefficiencies and shortcomings of the remedy. This article concludes that the statutory unfair prejudice remedy in Pakistan is inefficient and inadequate to redress personal and corporate wrongs in an unfair prejudice petition. The deficiencies of the statutory unfair prejudice remedy pose a challenge to the minority shareholders and the overall corporate governance and corporate law regime in Pakistan. This article sheds light on the complexity and difficulty of the statutory unfair prejudice remedy, as contained in s.290 of the Companies Ordinance 1984 from a comparative law perspective.