Our director and shareholder dispute resolution and litigation team, have extensive experience of advising on director and shareholder rights and disputes. Christian Browne who is the Managing Director of Summerfield Browne Solicitors is also a legal advisor/ consultant with the Institute of Directors, Pall Mall, London and has many years of specialist experience advising on such matters.
We are aware that the emphasis in any advice is to try and resolve the dispute as soon as possible, while maintaining business continuity. We use various strategies to resolve disputes at an early stage and prior to escalation and court proceedings, including alternative dispute resolution (ADR), such as mediation and without prejudice negotiations. We have a strong track record of resolving disputes at an early stage.
Do you want to remove a director? If so, we can assist and provide guidance on the options for removing a director. The starting point is to consider the terms of any employment contract and the articles of association of the company, to see if there are any express provisions dealing with removal. If the director is also a shareholder, it would be prudent to review any shareholders agreement too. We also advise on director removal in accordance with the Companies Act 2006. If the director is an executive director, we can assist with advising on any employment law implications.
Our litigation solicitors advise on director disputes and litigation. We have extensive experience of advising on the rights and obligations of directors which frequently form the basis of disputes, including breaches of the director’s duties included in s171 to 177 Companies Act 2006. Where possible we promote alternative dispute resolution, and settlement of director disputes without recourse to formal court litigation proceedings.
Are you the director of a company that is either insolvent or about to become insolvent? If so are you aware of the potential personal liability implications of being a director of an insolvent company? Our solicitors have extensive experience of advising directors on personal liability associated with such situations. We commonly advise directors on their obligations in relation to an insolvent company, thereby helping them minimise the risk of personal liability. We also robustly defend directors against claims by liquidators or administrators.
Are you involved in a shareholder dispute or shareholder litigation? If so we can assist. We advise on all aspects of shareholder litigation including claims for unfair prejudice pursuant to s994 of the Companies Act 2006, derivative actions in accordance with Part 11 of the Companies Act 2006, breach of shareholders agreements and breach of statutory law and common law.
Do you need advice on your rights as a shareholder? We advise on shareholder rights in connection with shareholders agreements, constitutional documents of the company (such as the articles of association of the company), statutory rights pursuant to the Companies Act 2006 and other legislation and common law rights. We advise on shareholder information rights and what information you are entitled to receive from the company and the board.
Our specialist solicitors advise on both statutory and common law director’s duties, including s171 to 177 of the Companies Act 2006. We also advise on the implications of non-compliance with those duties including claims in unfair prejudice and derivate actions.
Chris has worked as a legal advisor with the Institute of Directors (IoD) Directors’ Advisory Service since 2009. He gives advice on company, commercial and contract law, intellectual property law, banking and insolvency matters and company secretarial practice. Chris is excellent at getting to grips quickly with our members’ legal issues, and giving practical, succinct and jargon-free advice. He is knowledgeable, helpful and has a highly professional manner.
How do you resolve shareholder disputes?
We are frequently asked how to resolve shareholder disputes. The answer really depends on the facts of each case. The starting point would be to review any shareholders agreement, or the articles of association of the company to see if there is any mechanism to resolve disputes. If there is not any, then one way is to use alternative dispute resolution (ADR) which can be productive where the parties are acting in a positive, objective and pragmatic manner. A common form of ADR used to resolve disputes is mediation. However, in our experience parties that are involved in shareholder disputes are frequently entrenched, with subjective views and personal grievances, which means that ADR may not be practically possible at an early stage. In this situation, it may be appropriate to put pressure on the other party by sending an email detailing why there is a dispute and any claims against that party or getting a solicitor to issue a letter of claim along similar lines. Once the parties are aware of each other’s claims/ position, then they may be more agreeable to exploring ADR to resolve the dispute.
How are directors dismissed?
A common question that we are posed is how to dismiss a director. The staring point is to look at a directors’ service agreement or a non-executive directors (NED) appointment contract and the terms of any shareholders agreement, to see if there are any express terms dealing with removal. If not, then you should consider statutory rights to remove a director pursuant to s168 CA 2006. However, you should be aware of the risk of a claim by an employed director for constructive dismissal if they are dismissed as a director. We recommend that you take employment law advice if you wish to remove a director.
