Lorimer-Wing v Hashmi Appeal: Minority Shareholder Buyouts and Unfair Prejudice

If you’re a shareholder and the business is being run in a way that shuts you out or damages your investment, an unfair prejudice claim may provide a route to protection and, in some cases, a fair-value exit from the company.

In the recent appeal case of Lorimer-Wing v Hashmi , Napthens helped a minority shareholder secure a court‑ordered buy‑out at fair value – and defeated an attempt to overturn that result.

For a broader explanation of unfair prejudice claims and shareholder rights, see our comprehensive guide to unfair prejudice claims.

What is an “unfair prejudice” claim?

An unfair prejudice claim arises where a company’s affairs are conducted in a way that is unfairly harmful to the interests of a shareholder.

These claims are typically brought under section 994 of the Companies Act 2006, which is a major piece of legislation protecting shareholders from unfair prejudice.

Common examples of disputes are:

• Exclusion from management or decision-making
• Financial mismanagement or unfair allocation of profits
• Breaches of agreed shareholder rights or expectations

For a claim to be successful, the following must be shown:

• Prejudice: The shareholder’s financial or other interests must have been harmed. Financial interests can include share value or dividends paid, but other interests such as voting rights harmed can also entail prejudice.
• Unfairness: The affected shareholder must be shown to have been treated unfairly on a legal or equitable basis. This is usually determined by the Courts from formal agreements such as company articles or shareholder agreements.

Background to the case

The appeal case of Lorimer-Wing v Hashmi was the culmination of a long-running dispute involving Fore Fitness Investments Holdings Limited.

Mr Hashmi, a minority shareholder, brough proceedings against the majority shareholder, Mr Lorimer-Wing.

The timeline prior to Napthens’ successfully defending Mr Lorimer-Wing’s appeal is:

• August 2021: A petition alleging unfair prejudice is issued by Mr Hashmi
• May 2023: A multi-day trial finds in favour of Mr Hashmi and confirmed unfair prejudice against their interests. The court ordered that his shares should be purchased at fair value. Both sides then instructed forensic accounting experts to produce reports.
• March 2025: The court valued the shareholding at £3,320,318 at the quantum trial, highlighting expert valuation evidence. During the valuation stage, Mr Lorimer-Wing was debarred from participating due to failure to comply with cost orders of approximately £46,000.
• June 2025: Mr Lorimer-Wing filed an application to set aside the judgment, alleging fraud.
• December 2025: Napthens Solicitors instructed.
• February 2026: Witness statement finalised by Napthens lawyers Andrew Holden and Jayna Mistry.
• March 2026: Date of appeal hearing.

The appeal

At the appeal hearing, Napthens successfully defending Mr Hashmi against Mr Lorimer-Wing’s argument that the valuation judgement be set aside due to allegations of the decision being obtained by way of fraud.

The minority stakeholder faced significant risk, including the possibility of the case being reopened.

Napthens took action by:

• Preparing detailed witness evidence in response to allegations
• Compiling a 900+ page court bundle to demonstrate the absence of fraud
• Focusing on crucial legal requirements that fraud must be properly pleaded and supported by evidence

This work was carried out under significant time pressure and involved complex material.

Following the appeal-stage hearing:

• The set aside application was dismissed
• The court found no evidence of fraud
• The minority shareholder was awarded costs

This meant a successful protection of the valuation outcome, preventing the dispute from reopening, whilst also securing the addition award of costs to the client.

Key lessons from the case

1. A clean exit is achievable

Unfair prejudice claims frequently result in a court‑ordered buyout at fair value.

2. Valuation is critical

Expert evidence can significantly influence the value attributed to shares.

3. Court orders must be followed

Failure to comply can result in serious sanctions, including exclusion from proceedings.

4. Appeal-stage risk can be significant

Even after a successful valuation, attempts may be made to challenge the outcome—particularly through allegations such as fraud.

5. Fraud allegations are a high bar

Courts require clear, detailed and properly evidenced claims. Unsupported allegations are unlikely to succeed.

How Napthens supports clients on shareholder disputes

Shareholder disputes are often complex, high-value and time-sensitive. Whether you are pursuing or defending an unfair prejudice claim, early and strategic advice is essential.

At Napthens, we support clients across England and Wales by:

• Advising on unfair prejudice claims
• Securing fair-value exits for minority shareholders
• Defending outcomes at appeal stage
• Managing complex valuation disputes
• Negotiating commercial resolutions where possible

Explore our shareholder disputes service page and get in touch today to speak with an expert.