HomeCase studiesSMEs, directors & shareholdersCommercial litigationAchieving a beneficial settlement for a Director who had experienced unfair prejudice

Why the client needed our help

FWJ were instructed on behalf of their client in an unfair prejudice petition against his co-director/shareholder. The petition was issued at court on the basis that the company’s affairs were being conducted in a manner that was unfairly prejudicial to his interests as a member, under s.994 Companies Act 2006.

Our client was one of two directors and shareholders in the company. Both directors were actively involved in the management of the company and created a very lucrative business. After setting up the company they decided to take out a Business Assurance Trust Policy, with the beneficiary being the survivor of the two shareholders to enable the survivor to purchase the deceased’s shares and continue managing the business.

Unfortunately, after years of success, our client’s co-director/shareholder passed away. The deceased’s wife inherited his interests in the company pursuant to his will, thereby replacing her husband as a shareholder and was appointed director in the company. Following this our client had concerns that her new co-director was breaching her director’s duties and conducting herself in a manner unfairly prejudicial to his interests as a shareholder.

Our client issued an unfair prejudice petition claiming that his co-director neglected the company, paid herself excessive remuneration, misused company funds, improperly remitted the proceeds from the trust policy to herself (as executor of the deceased’s estate), and assigned a personal loan due to the deceased’s estate by the company to a third-party who then issued a statutory demand and winding-up petition against the company.

How we helped

Following a year and a half of litigation, FWJ were brought in and managed to agree a favourable settlement for their client on the morning the trial was due to begin.

The primary remedy sought by our client was an order from the court that he purchase his co-shareholder’s shares at a price to be determined by an independent expert with a discount to reflect that her shareholding did not amount to a majority shareholding and taking into account the unfairly prejudicial conduct.

The outcome

The settlement addressed all the issues, ensuring the resignation of his co-director and achieving a significant discount to the purchase price of his co-shareholder’s shares. This avoided a costly 2-day trial in the High Court.

Your firm’s ‘People focussed; Solution led; Results driven’ noble moto was light of hope in the endless tunnel for justice for me. In the drag on legal battle involving four legal firms successively for three years and your engagement in the latter six months was momentous and rewarding for me. Your excellent work, sharp legal acumen, overriding professionalism and the legal command to shatter the opponent’s morale legally was an experience that I should have enjoyed at the outset.

I have no reservation in highly recommending your firm and record my heartfelt thanks for your excellent work on my behalf.

My thanks for the fantastic work of Francis, Wilks & Jones and particularly to Lefteris and Gemma

A director we successfully defended in an shareholder dispute

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