In brief
- Owning all the ordinary shares in a company does not always give you full control.
- A special class of shares, asymmetric protections and veto rights can leave an investor unable to replace management or secure an exit.
- Before investing, ask not just who owns the business, but who controls it and who can decide its future.
- If a conflict does arise, ensure that you have explored all potential alternatives before seeking to wind up a company.
- However, this does not mean that you have to accept any alternative to a winding up – reasonable concerns can justify declining to pursue such alternatives.
The case
Türk Altin Işletmeleri A.Ş v Koza Ltd and Anor [2026] EWHC 2528 (BP), the High Court ordered Koza Ltd to…