Company disputes, whether between board members, directors or with shareholders can be disastrous. Our brilliant team can help mediate disputes or take legal action if needed to resolve the issues. Call us today for immediate help.
One of the most astute appointments I have ever madeA company director we successfully defended
How we can help you
At Francis Wilks & Jones we have many years of experience advising companies, business owners and directors in areas of dispute. If you have areas of dispute with your company or shareholders, contact us to discuss how we can help you. The most common areas for you to be concerned with in terms of remedy following disputes are likely to be the following:
- negotiating a new or amended shareholder agreement;
- removal of director;
- sale of shareholding or business;
- company action against directors;
- unfair prejudice & section 994 petitions;
- section 221 derivative claims;
- just and equitable winding up;
- solvent winding up.
At Francis Wilks & Jones, we frequently act for shareholders and companies in dispute for a variety of reasons. These can arise between
- shareholder and company, or
- business owners who are sharing the shareholding and the running of the company as directors, or
- any number of other possibilities, such as family fall outs.
There is often an imbalance of control in a company from the outset, which can cause resentment. There will be some shareholders with minority shares and rights, compared to majority shareholders, who have greater control.
Minority shareholders particularly find that they are often thwarted because they don’t have sufficient shares to control the company’s affairs. If they are unable to resolve a matter then they might need to consider either their rights and remedies, or an exit from the company.
If a shareholder feels that their only option is to exit, then depending on the company this may bring about its own areas of dispute.
- the valuation of the shares may be contentious, and
- there may also be rights of first refusal to sell the shares to existing shareholders, potentially with a devaluation if there is a minority interest discount involved.
Directors are bound by various duties to act in the best interest of the company. These are far reaching and breaches can be penalised.
The remedies for breach of directors’ duties can only be brought by
- the company or shareholders, or
- if the company is insolvent, by its appointed insolvency practitioner.
Once a company or shareholders have taken proceedings against a director for breach of duty, this can often mean the end of the relationship. That director or shareholder may wish to leave the company, selling their shares, or it may be that they are forced to exit by a court order.
There is a risk then that that director sets up a new company with all the knowledge that they have gained from the company.
- if directors have their employment contract terminated when they are removed as a director, the company will need to make sure that they follow employment procedures as well as company law requirements,
- this is not only by way of voting the director out, but also by ensuring that their employment contract or the terms of their employment allow for the director to be removed properly.
There are several remedies open to shareholders who believe that the company is not being run properly and in accordance with corporate governance, or who have a falling out with the company, or who believe that the directors are acting contrary to the company’s best interests.
At Francis Wilks & Jones you will always speak to someone at a senior level who will respond to any query you have immediately. Please call any member of our team for your consultation now or e mail us with your enquiry and we will call you back at a time convenient to you.
I have found FWJ to be perceptive, to the point and realistic. They have been able to assimilate and forcefully defend a very aggressive claim with very limited historic informationA client we advised on a complicated property and partnership dispute
Francis Wilks & Jones were helpful in providing assistance with a very difficult director dispute. Their advice was practical and commercial and it was always provided promptly. They advised on and prepared a successful application to appoint an interim director. This was dealt with thoroughly and swiftly taking into account the urgency of the situation.Mark Keeley, Partner & Joint Head of Private Client Services Division and Platinum Connect Services at Freeths