Re Koza Ltd: Court grants summary judgment on just and equitable winding up petition

The High Court has granted summary judgment on a petition to wind up Koza Ltd on the just and equitable ground, ruling that its sole economic owner could not be expected to remain locked into an unresolvable structure, and that third-party offers procured by the company's director offered no reasonable alternative.

Mr Justice Thompsell handed down judgement in Re Koza Ltd [2026] EWHC 2528 (BP) on 6 October 2026. James Sheehan KC, Camille Boileau and Eloise Hewson, instructed by MacGregor Law, appeared for the second respondent, Hamdi Akin Ipek. David Caplan KC and Paul Fradley, instructed by Mishcon de Reya, appeared for the petitioner, Türk Altin İşletmeleri AŞ.

A second summary judgment application

Türk Altin owns all of Koza's ordinary shares, the only shares carrying material economic rights. Mr Ipek is the sole director and holds one A ordinary share, worth £1 on a winding up, which carries vetoes over board changes, amendments to the articles and any winding up. The parties have litigated since 2016.

In September 2025 the judge dismissed an earlier summary judgment application. The deadlock would have justified winding up, he found, but for Mr Ipek's undertaking not to challenge the authority of Türk Altin's directors, which suggested that shareholder directions under article 4 of the Model Articles might break the impasse. A further application was left open.

Article 4 directions resisted

Türk Altin then passed special resolutions, including wind-down and capital reduction resolutions modelled on the judge's own hypothetical examples. Mr Ipek declined to implement them, arguing that they breached article 26, ran against the company's interests and would breach his director's duties.

The judge preferred Mr Caplan's analysis. A shareholder may generally vote in its own interests, he said, with controls directed at minority oppression rather than a freestanding best interests test, and a director must comply with a valid special resolution. Steps to wind down the business were not steps to wind it up under article 26, since a company could continue as an empty shell.

Mr Ipek's concern that the sale resolutions involved an unsanctioned distribution was justified but curable, given Türk Altin's offer to approve any distribution. The judge identified a dilemma for him. If article 26 barred the resolutions, article 4 offered no solution. If it did not, his continued refusal showed the impasse persisted.

Third-party offers fail

Section 125(2) of the Insolvency Act 1986 allows the court to decline to wind up where another remedy exists and the petitioner is acting unreasonably in not pursuing it. Mr Ipek relied on offers from two groups, ETS and Tamarack.

The judge held that Türk Altin had reasonable grounds for refusing to engage. The ETS offers raised concerns including a proof of funds letter that the named bank did not regard as authentic. The Tamarack offers were not capable of acceptance, the offeror had changed, much of the consideration was deferred and neither secured a clean break. The court could not rule on the basis that a better offer might emerge, and a late stay request was refused.

Unfair prejudice petition

The judge left Türk Altin's Part 8 claim on the validity of the resolutions in abeyance. He refused Mr Ipek permission to serve out of the jurisdiction an unfair prejudice petition against Türk Altin. Absent a quasi-partnership or other equitable considerations, Türk Altin was entitled to vote in its own interests, and once a winding up was ordered no prejudice remained, Mr Ipek's entitlement being limited to £1.

The parties are to agree a draft order and consequential matters, including costs.