New Judgment – Türk Altin İşletmeleri A.Ş v (1) Koza Ltd (2) Hamdi Akin Ipek [2026] EWHC 2528 (BP)

Thompsell J has handed down a judgment granting summary judgment in favour of the Petitioner on a just and equitable winding up petition. The judgment is part of the 10-year battle for control over Koza Ltd between Turk Altin (a Turkish company and 100% ordinary shareholder) and Mr Ipek (an entrenched director who claims to be the holder of an A share). The underlying proceedings have generated 27 applications to court, 18 hearings in the High Court, 4 hearings in the Court of Appeal, and a trip to the Supreme Court.

The winding up petition was presented in 2024 and was followed by a first summary judgment application. The first summary judgment application was refused by Thompsell J (in a judgment handed down on 10 September 2025: [2025] EWHC 2304) on the grounds that Mr Ipek had undertaken at the hearing to recognise Turk Altin’s authority comply with lawful shareholder resolutions and that this provided a route out of the deadlock in Koza Ltd’s affairs. However, Mr Ipek subsequently refused to comply with the special resolutions which Turk Altin passed. Turk Altin brought a renewed summary judgment application and an alternative claim for injunctive relief to enforce the special resolutions; Mr Ipek relied on offers at least nominally from third parties as an alternative to the deadlock and sought permission to serve out of the jurisdiction an unfair prejudice petition.

Thompsell J’s judgment contains important consideration of: (i) the circumstances in which it is just and equitable to wind a company up; (ii) the limits of shareholder’s reserve power under the Model Articles to pass special resolutions compelling directors to act; (iii) the circumstances in which a petitioner can reasonably refuse to pursue an alternative remedy in the form of offers from nominal third parties; and (iv) whether a viable unfair prejudice petition existed in relation to allegedly invalid special resolutions.

Read the full judgment here

Paul Fradley appeared for the successful Petitioner led by David Caplan KC and instructed by Mishcon de Reya LLP (Hugo Plowman, Sofia Berggren, Joel Woods and Olivia Lines)