Shareholder and Boardroom Disputes

10 June 2020

All swans are white….?

I have always had a soft spot for the Black Swan jurisdiction: nothing to do with the law, but because it reminds me of my previous study of philosophy and the use of “all swans are white” as an example of falsification theory.  

Mary Young

29 May 2020

Company money should not be used to pay legal costs in disputes between shareholders

In the recent case of Michael Gott v Rune Hauge and ors [2020] EWHC 1152 (Ch) the court upheld the well-recognised principle of company law that a company’s money should not be used to pay legal costs in disputes between the company’s shareholders.

Katie Allard

30 September 2019

Unfair prejudice petitions: can a director’s breach of duty bar their claim?

Treating a director who is a minority shareholder fairly in both their involvement in the management of a company and in any offers to acquire their shares is of paramount importance to defeating an unfair prejudice petition.

Richard Foss

14 February 2017

Directors of a solvent company are under no duty to prioritise the interests of potential creditors when entering transactions, even where there is a recognised risk of insolvency

HENRY GEORGE DICKINSON (Claimant) v (1) NAL REALISATIONS (STAFFORDSHIRE) LTD (2) KEVIN JOHN HELLARD & GERALD KRASNER (JOINT LIQUIDATORS OF THE FIRST DEFENDANT) (Defendants) & JUDITH YAP DICKINSON (Third Party) & ROBERT WILLIAMSON (Fourth Party) [2017] EWHC 28 (Ch)

Katie Allard

7 December 2015

A director must exercise his/her powers only for a proper purpose

Many obligations are imposed on directors in exercising their duties.  A recent decision of the Supreme Court provides that when exercising your powers as a director you must always consider the actual purpose for which you propose to exercise those powers and ensure that purpose is proper.  It is not sufficient simply for directors to act honestly to promote the success of the company for the benefit of its members as a whole. 

Fiona Simpson

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