Corporate and shareholder disputes
“Market-leading practice providing advice on a wide variety of issues centring on shareholder and contractual disputes”
Chambers UK 2017
Blake Morgan's cross-departmental Director and Shareholder Disputes team draws on experts from our Corporate, Dispute Resolution and Restructuring & Insolvency teams.
We provide a first-class level of service across a wide range of matters.
Members of our team regularly act in corporate and shareholder disputes, in proceedings involving directors and provide advice across a variety of matters.
Our client base includes large corporates to owner managed businesses, entrepreneurs, directors and other stakeholders, such as banks and charge holders. Our breadth of experience and sector expertise allows our experts to provide clear commercial advice even in the most complex matters.
Disputes can be very damaging to a business and carry financial and reputational risks.
Our focus is accordingly on seeking to avoid such disputes by providing advice and input at the earliest possible opportunity.
For example, we are frequently instructed in relation to company incorporations and in so doing routinely provide advice in relation to shareholder agreements which can seek to address difficulties that may emerge over time.
However where a dispute does arise we are able to provide practical and commercial advice with a view to achieving the best possible outcome.
Members of our team are also experienced in advising directors as regards their statutory duties and we have a national reputation for providing expert legal advice.
We have also acted in relation to Companies House prosecutions and have regularly experience of acting on behalf of directors in Director Disqualification proceedings.
Main areas of expertise
Our dedicated specialists provide commercial solutions in the following areas:
- Shareholder Agreements - our team has significant experience in preparing shareholder agreements for a variety of relevant stakeholders, including the board of directors, founder shareholders, management teams and private and professional investors, together with all associated documents including articles of association, warranty deeds, service agreements, letters of appointment and other terms of reference to ensure that the terms governing the relationship between the various parties are clearly documented.
- Unfair prejudice Petitions and Derivative Claims - we have a wealth of experience in acting for minority shareholders and companies where it is alleged that the company's affairs have been conducted in a manner which is unfairly prejudicial to the interests of an individual shareholder or shareholders.
- Directors Duties, Claims for Misfeasance - we are regularly instructed in both bringing and defending claims for misfeasance. On a regular basis we provide advice to directors with a focus their statutory duties, in particular when businesses are not performing as would be hoped.
- Director Disqualification Proceedings - our team has specific experience in advising and also defending directors with regard to disqualification. Our depth in resources drawing experts from a range of teams enables us to be able to advise from a wide sector backgrounds enables us to provide timely advice in the matter.
- Restrictive Covenant and Injunctive Proceedings - we have a wealth of experience in acting on an urgent basis in both bringing and defending proceedings. We can draw on experts from a variety of fields of law to provide you urgent technical advice to get you the best commercial result.
- Partnership Disputes - our team has significant experience from drafting and preparing partnership agreements for respective partners in order to avoid and settle any disputes in advance of them. In the alternative we also have a strong offering in acting for individual partners in respect of disputes that they might have.
- We are currently instructed in high profile proceedings on behalf of shareholders seeking relief from unfair prejudice pursuant to section 994 of the Companies Act 2006 in relation to three connected companies. The claim is valued in the region of £20million.
- We recently acted for three directors of a major property development company defending proceedings for breach of duty and misfeasance under section 212 Insolvency Act 1986. Pursuant to the claim a contribution was sought to the assets of the company and/or compensation, this claim was settled at mediation in 2016.
- Acting for a defendant to unfair prejudice proceedings in the Companies Court: the claim concerns allegations of unfair prejudice due to paying excessive remuneration and failure to pay dividends.
- Acting for a director/minority shareholder in bringing a claim for unfair prejudice pursuant to s.994 of the Companies Act 2006 (and related allegations of unfair dismissal from employment) as a result of being wrongfully excluded from management by the majority shareholder. Our client's claim had merit but our client had no funding available to bring the claim. We worked with the client to obtain third party funding from a London-based funder. The matter settled on favourable terms within 5 months of obtaining funding.
- We acted in a major unfair prejudice petition that where we acted on behalf of a petitioner involving a major Welsh Rugby Club. Hawkes v Cuddy and others Re Neath Rugby Ltd  EWCA Civ 291
- We are currently instructed on behalf of a liquidator in relation to a misfeasance claim where it is alleged that a director of the company in question diverted funds and resources in order to complete works on a personal property.
- We are currently instructed on behalf of a liquidator in relation to a claim against a director pursuant to section 212 of the Insolvency Act 1986 for breach of fiduciary duty and section 239 of the Act for a preference payment in respect of the treatment of company funds used to reduce the director's liability to the company.
- Acted for a 50% shareholder and co-director of two companies in deadlock. Unmeritorious petitions for unfair prejudice issued against our client despite him having made reasonable offers for the shares. Robust defences filed with Counterclaims for unfair prejudice. Matter settled in client's favour with negotiated share purchase.
- Acting for minority shareholder and director of company as an alleged victim of unfair prejudice. Pre-action correspondence sent to: (1) protect the client's position; and (2) seek an exit strategy from the company. In the event that pre-action negotiations fail, proceedings are likely to be issued.