Corporate & Shareholder Disputes
We are a firm that takes the time to understand our clients’ businesses so we can offer commercial, pragmatic and sensible solutions to their disputes. We advise a range of clients including shareholders, directors, senior management and companies. We are experts in disputes relating to joint ventures, derivative actions, unfair prejudice petitions, misfeasance, breaches of directors’ duties, misappropriation of company funds, shareholder deadlock, breach of warranty and indemnity claims, shareholder leaver clauses and issues arising out of covenants.
We have significant experience in English High Court litigation and arbitration proceedings in relation to such disputes, and our cases are sometimes international in nature and involve parallel actions in overseas jurisdictions.
Typical examples of the cases our lawyers have been involved in are where we acted for:
- three individuals in the defence of a £40m claim made against them in the Commercial Court for deceit, conspiracy to deceive and breach of fiduciary duties in connection with their successful management buy-out of a technology company;
- the majority shareholder of a PLC in successfully defeating a minority shareholders’ claim to remove our client’s shareholding from the PLC’s Share Register. Related litigation is ongoing and involves complex multi-party actions before the English High Court and parallel proceedings in a foreign jurisdiction;
- two former directors in defending misfeasance claims in excess of USD$240 million issued by an insolvent company’s liquidators. The case settled on confidential terms;
- for an overseas company in relation to a high value international shareholders’ dispute, derivative action and fraud claim brought under the UNCITRAL arbitration rules;
- for the Defendant, in a high profile shareholder dispute acting against Sir David Garrard, including successfully resisting an application to expedite the trial date;
- the directors of a company in Administration in the defence of allegations of breach of fiduciary duties and undertaking transactions to defraud creditors (s.423 of the Insolvency Act 1986);
- the majority shareholders of a management consultancy company in a dispute with the minority shareholder relating to the “good” and “bad” leaver provisions in the Articles of Association;
- the majority shareholders in a joint venture company to ensure that the minority shareholders did not divert the JV’s assets to other companies;
- the majority shareholders of a private telecoms company in Northern Cyprus in respect of an injunction obtained by a minority shareholder that prevented assets and monies being transferred from the English sister company to a Northern Cyprus company;
- a UK PLC in a multi-national dispute litigated in various countries where a leveraged buy-out was challenged for alleged breaches of laws covering acquisitions of public companies; and
- on a dispute in relation to an alleged breach of a share buy-back option.