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The court will usually order in
such cases that the minority
shareholding be purchased at a fair
value by the majority shareholders
although that is not the only order
which can be made. The Court has
complete discretion and it is not
unknown for an order to be made
whereby the minority shareholder is
permitted to purchase the shares of
the majority. Winding up of the
company is the draconian last
resort.
Our team also receives regular
instructions to act on behalf of
those involved in partnership
disputes. We have a reputation for
delivering clear, effective,
practical and commercially astute
advice. We recognise that disputes,
whether between shareholders,
directors or partners can seriously
disrupt business. Our focus is to
work with you to keep such
disruption to a minimum by resolving
disputes as quickly and efficiently
as possible, enabling you to devote
time more properly to the
progression of your business. Please contact Tony Catterall or Andrew Livesey on 0844 8000 263 for further information as to how our Shareholder Dispute Unit may be able to help you.
Recent Experience
The Shareholder Dispute Unit was recently
instructed by a company and its majority
shareholders following a minority
shareholder petition being presented. After
entering into settlement discussions with
the minority shareholder concerning the
appropriate valuation of the shares,
settlement terms were agreed before
significant legal costs were incurred,
enabling the clients to focus upon
developing the business without distraction.
We are instructed by a client who is
running, in parallel, both minority
shareholder and partnership dissolution
proceedings relating to separate businesses
in common ownership. It came to our client’s
attention that his co-directors and
shareholders were considering possible
proceedings against him. We immediately
recognised that it would be preferable for
our client’s claim to be commenced first, to
give him a procedural advantage. As such,
court proceedings were issued within a
matter of hours and are now continuing.
We acted for the majority shareholder and
the company in defending an action for
royalties brought under a Patent Licence by
the minority shareholder. The claim was
successfully resisted and we negotiated the
acquisition of the minority’s shareholding.
We are acting for the minority in a family
company and partnership dispute concerning
the wrongful transfer of the minority’s
shares and wrongful alienation of
partnership assets.
We acted for the majority shareholders of a
substantial company (a “household name”
business) in rebutting a director’s huge
demands under a share option scheme and
successfully negotiated the director’s
departure and the acquisition of his
shareholding.
A member of the team was involved in the
Court of Appeal case of Arrow Nominees v
Blackledge, involving proceedings issued by
the minority shareholders in Bodycare
(Health and Beauty) Limited alleging
unfairly prejudicial conduct by the majority
shareholder. Due to the actions of one of
the minority in forging documents to support
the claim, this became the first case in
which the proper response to the dishonest
conduct of litigation was considered by the
Court of Appeal in detail. Such
consideration included a direction as to
whether striking out a claim on conduct
issues would be compatible with Article 6
(the fair trial right) of the European
Convention in Human Rights and remains the
precedent authority on these matters. |
