Shareholder and Boardroom Disputes

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

21 November 2014

Legal update: Former director liable for copyright infringement and breach of director’s duties despite delay in bringing claim

In the case of IT HUMAN RESOURCES PLC v DAVID LAND [2014] EWHC 3812, a former director was found to have infringed a company's copyright in a software system by providing it to a competitor without the company's consent. He thereby also breached his fiduciary duties as a director. Although the company's claims had been brought over six years after those events, they were not statute-barred because the company's knowledge of them had been delayed by the director's deliberate concealment.

Katie Allard

5 August 2014

Legal update: Businessman granted leave to serve injunction proceedings on Google out of the jurisdiction

Last Thursday, in the case of Hegglin v Google Inc. & ORS (2014) QBD, the High Court  granted a businessman leave to serve proceedings under the Data Protection Act 1998 out of the jurisdiction on Google, seeking injunctive relief in respect of defamatory comments posted on websites by an anonymous individual. 

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