Unfair prejudice claims are commonplace in the British Virgin
Islands (BVI) following the introduction of bespoke provisions in
the BVI Business Companies Act 2004 and have all but replaced old
fashioned just and equitable winding-up petitions. The Court of
Appeal, in Wang Zhongyong & Ors v Union Zone Management Limited
BVIHCMAP 2013/0024 (Union Zone) however, for the first time
considered a standalone just and equitable petition brought under
section 162 Insolvency Act 2003 (IA)(liquidation on the just and
equitable ground) rather than alongside an unfair prejudice claim
(although that was argued at first instance).
The facts in Union Zone were fairly typical. An offshore
structure had been put in place to hold the shares in two valuable
pharmaceutical companies based in the Peoples' Republic of
China (PRC). In 2011 the minority shareholders in the principal BVI
company within the structure (Union Zone) brought a claim alleging
that the affairs of Union Zone were
