High Court Orders Koza Ltd Winding Up After Nine-Year Shareholder Deadlock

What did the High Court decide?

In In Re Koza Ltd [2026] EWHC 2528 (BP), handed down on 6 October 2026, Mr Justice Thompsell considered applications brought by Türk Altin İşletmeleri A.Ş., including its application for summary judgment on its petition to wind up Koza Ltd on the just and equitable ground.

The court also considered an application by Hamdi Akın Ipek for permission to serve an unfair-prejudice petition on Türk Altin outside the jurisdiction. The judgment followed an earlier summary-judgment decision in September 2025 and dealt with the parties’ continuing dispute over control and management of Koza Ltd.

Türk Altin owns 100% of Koza Ltd’s ordinary shares, which carry the material economic rights. Mr Ipek, however, holds the company’s remaining A ordinary share. Although that share carries no material right to dividends and only a £1 distribution on a winding-up, it gives the holder important veto rights under Article 26 of the company’s articles.

“It is now abundantly clear that Mr Ipek will continue to resist any resolution under Article 4 that could provide a resolution to this insupportable position.”

Mr Justice Thompsell, [2026] EWHC 2528 (BP)

Why did Koza Ltd become deadlocked?

The dispute between Türk Altin and Mr Ipek had continued since 2016. The judgment records 27 court applications, 18 High Court hearings, four Court of Appeal hearings and proceedings reaching the Supreme Court.

Mr Ipek remained Koza Ltd’s sole director, while Türk Altin argued that it had effectively been excluded from control of the company despite being its 100% ordinary shareholder.

The company’s constitutional arrangements contributed to the impasse. Article 4 of the Model Articles gave shareholders power, by special resolution, to direct directors to take or refrain from taking specified action. At the same time, Article 26 gave the holder of the A ordinary share veto rights over changes to the board and certain steps concerning administration, receivership and winding-up.

The court also considered the extensive “Interim Regime” imposed through successive orders. Those orders restricted spending, dealings with assets and other aspects of Koza Ltd’s affairs while the underlying disputes continued.

1. 2016 Türk Altin and Mr Ipek became engaged in litigation concerning control of Koza Ltd and the effect of the A ordinary share.
2. 2021 Further proceedings sought, among other things, to challenge the authority of Türk Altin’s directors to act for the shareholder.
3. 2023 The Supreme Court refused permission to appeal in relation to the Authority Claim, and the restrictions forming part of the Interim Regime continued in modified form.
4. 14 August 2024 Türk Altin presented its petition seeking the winding-up of Koza Ltd on just and equitable grounds.
5. 10 September 2025 The court handed down its First SJA Judgment, following which Mr Ipek gave an undertaking concerning the authority of Türk Altin’s directors.
6. 16–18 June 2026 The applications leading to the present judgment were heard.
7. 6 October 2026 Mr Justice Thompsell granted summary judgment on the winding-up petition.

Why was a winding-up considered just and equitable?

The court approached the petition under section 122(1)(g) of the Insolvency Act 1986, which permits a company to be wound up where the court considers that it is just and equitable to do so.

The judgment concluded that the circumstances amounted to an insupportable impasse. Türk Altin remained the 100% ordinary shareholder, but the constitutional structure and the continuing dispute with Mr Ipek meant that it could not obtain an effective resolution to the management problem.

The court referred back to its earlier conclusion that circumstances involving loss of trust in a director combined with an inability to remove that director could constitute a form of deadlock warranting a just and equitable winding-up.

Mr Ipek’s undertaking in the earlier proceedings had initially altered the position because it meant that Türk Altin could potentially exercise its shareholder powers without the Authority Claim being pursued. In the present proceedings, however, the court found that Mr Ipek would continue to resist resolutions under Article 4 that might have resolved the impasse.

The court therefore concluded that the Article 4 mechanism was not, in the circumstances that had developed, a practical alternative to the winding-up.

The judge also considered whether Türk Altin had another available remedy which it was unreasonably refusing to pursue. That issue became particularly important because Mr Ipek had procured offers from third parties, including Tamarack and ETS.

Why were the alternative offers rejected?

Mr Ipek argued that the Tamarack and ETS proposals could provide an alternative to winding up Koza Ltd and that Türk Altin was acting unreasonably by refusing to engage with them.

The court disagreed. It identified a number of concerns surrounding the proposals, including questions concerning valuation, transaction risk, information asymmetry, payment risk and whether the proposals would provide Türk Altin with a clean break.

The judgment also considered specific issues concerning the Tamarack proposals. One asset-sale proposal appeared potentially unworkable because of rights held by another party in relation to the SAM Alaska project. The court nevertheless assumed, for the purposes of the summary-judgment analysis, that some of Mr Ipek’s arguments on that point might ultimately assist him.

Another concern was the level and structure of the consideration. The court noted that the Tamarack Asset Offer involved an upfront payment of US$40 million and a net smelter return capped at US$24 million, while the proposal concerning other assets remained subject to further valuation and commercial agreement.

Ultimately, the court considered the offers speculative and subject to substantial transaction and valuation risks. They were not offers capable of straightforward acceptance and did not provide a sufficient basis for concluding that Türk Altin was unreasonable in preferring a just and equitable winding-up.

“I consider it reasonable for Türk Altin to regard each of the offers introduced by Mr Ipek as a poor substitute for a just and equitable winding up.”

Mr Justice Thompsell, [2026] EWHC 2528 (BP)

The court therefore held that Türk Altin had established its case for summary judgment on the winding-up petition.

What happened to the unfair-prejudice claim?

Mr Ipek also sought permission to serve an unfair-prejudice petition on Türk Altin outside the jurisdiction. The proposed claim was based on section 994 of the Companies Act 2006.

The court accepted that the relevant jurisdictional gateways were available and that England was clearly or distinctly the appropriate forum. The decisive question was whether Mr Ipek had a reasonable prospect of success and therefore a serious issue to be tried.

The court concluded that he did not. In particular, Mr Ipek’s case depended on the proposition that the special resolutions passed by Türk Altin would unfairly prejudice his position as a shareholder. But the court found that Türk Altin was entitled to exercise its shareholder rights in its own interests and that Mr Ipek had not identified any equitable circumstances, such as a quasi-partnership arrangement, that would alter that analysis.

The court also found that once the just and equitable winding-up had been ordered, there was no realistic prejudice to Mr Ipek capable of supporting his proposed petition. His A ordinary share gave him no material economic rights beyond £1 on a solvent winding-up.

Permission to serve the unfair-prejudice petition out of the jurisdiction was therefore refused.