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Corporate & Shareholder Cases

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  • Claim by buyers of transport company for fraudulent misrepresentations and breaches of warranty and cross-claims for purchase consideration and additional consideration.
  • Claim for unfair prejudice following exercise of voting adjustment rights and share dilution by private equity investor shareholder.
  • Claim by Russian investors against UK property developers for fraud and against Russian and off-shore fellow investors/promoters for conspiracy.
  • Multi-million pound claim for breach of warranty and counterclaim for deferred consideration and retained share value in respect of a heavy engineering business.
  • Claim for unfair prejudice in application of dividend policy agreed to and voted in favour of by the minority shareholder bringing the claim.
  • Claim by exiting shareholder for buy-out and termination of employment by marketing and PR company following alleged breaches of shareholder agreement.
  • Claim for repayment of shareholder loan on failure to issue shares and counterclaim for breaches of director’s duties not to act in conflict with company’s interests.
  • Claim for fraudulent misrepresentation against vendors of minority shareholding.
  • Post-judgment mediation of dispute as to entitlements under multi-generational partnership across a range of property interests and corporate vehicles.
  • Completion account and warranty claims by purchaser of care home business against private vendors.
  • Claim by former director of fashion brand for % share of sale value on the basis of an unformalised oral agreement.
  • Claims for deferred consideration and cross-claims for warranty breaches relating to the sale of a company providing supply-chain services to supermarkets.
  • Claims for fair value and dividends following orally agreed exit from financial trading business in the context of a written SHA with “no-oral-modification” clause.
  • Claim for deferred consideration for plumbing contracting company and counterclaims for breaches of warranties in respect of accounting treatment of various items of revenue.
  • Dispute between siblings as to management of family property services business and proper treatment of sums drawn by parents and other family members. 
  • Claim by acquirer of 40% shareholding in funeral director business for non-consideration of dividends and disguised dividends to majority shareholder-managers.
  • Claim against majority shareholders for fraud in withholding information during the negotiation of a settlement of minority shareholder’s share purchase. 
  • Dispute as to share valuation following acrimonious split between three quasi-partners in a financial data-management business. 
  • Claim for earn-out consideration in the context of substantial increase in costs arguably contrary to consistent accounting treatment and ordinary course of business clauses in SPA. 
  • Breach of warranty claim by purchaser of a nursery business based on non-compliance with statutory framework for internal floor-space per child claim against director for, and dispute as to reconciliation of, director’s loan account balance together with allegedly misappropriated items. 
  • Claim by liquidator against former directors for unlawful dividend in specie on demerger of profitable division of group.
  • Claim for wrongful termination and consequential Good Leaver status for the purpose of share buy-back provisions. 
  • Claim by estate against quasi-partners of deceased for proceeds of life insurance placed to support options for share buy-back in the event of death. 
  • Claim to invalidate a lifetime transfer of shares in a family company which appeared to take no account of the disadvantage to another branch of the family donees. 
  • Claims and cross-claims between family members for failure to co-operate in company sale and resulting tax charges and for failure to honour shareholder agreements relating to ongoing profit-share entitlements.
  • Multi-generation family shareholder dispute between three groups involving allegations of unlawful resolutions and share allotments and of unfair prejudice and non-payment of remuneration. 
  • Claim by minority shareholder for unfair prejudice by shareholder directors taking excessive remuneration in lieu of dividends. 
  • Claim by widow for fair value on compulsory purchase under Articles following death of shareholder and allegations of bias against the auditor valuer. 
  • Claim for share of share sale proceeds in reliance on alleged oral contract. 
  • Claim for additional consideration under anti-embarrassment provision in share sale agreement following attempt to reduce payment by delaying agreement for subsequent sale. 
  • Unfair prejudice and wrongful and unfair dismissal claim by minority shareholder/director following termination for alleged inappropriate behaviour towards staff. 
  • Claim by investment company under anti-embarrassment clause following share buy-back and subsequent sale. 
  • Claims by vendor shareholders of merchant POS technology business for deferred consideration by way of royalties and cross-claims for breaches and reallocation of liabilities under the SPA. 
  • Claim for unfair prejudice in a building control inspection business following alleged collusion to set up rival business. 
  • Dispute between joint venture partners in arms industry following alleged repudiation and loss of anticipated future profits. 
  • Dispute between brothers over promises to share proceeds of sale of sports photography business and archive. 
  • Claim for fraudulent misrepresentation by former minority shareholder against acquiring majority shareholder following immediate on-sale of the company at a substantial uplift in price. 
  • Mediation of an orderly winding up of a company between friends whose relationship had broken down. 
  • Claims and cross-claims regarding failure to apply pre-emption rights to various share transfers between family members. 
  • Claim for unfair prejudice in software services business and counterclaims for breach of duties and IP infringement. 
  • Claim by employer and shareholder against sales director and shareholder for fraudulent expenses claims. 
  • Dispute between former co-investors regarding the duties of an investor regarding competition in the international payment services market.
  • Dispute between former long-standing friends over the terms of a number of substantial investments in developing companies and property, following the breakdown in the relationship. 
  • Dispute as to the value of a 50% shareholding held by the shareholder’s liquidator, including issues of management rights, derivative claims, just and equitable winding-up and unfair prejudice. 
  • Claim for breach of non-compete covenants following joint venture in the online adult entertainment industry. 
  • Claim for success fee by corporate finance adviser following sale of equity stake. 
  • Claim against vendors under clawback provisions in SPA following resignation by vendors in breach of service contracts and in context of allegations of gross misconduct. 
  • Claim by shareholders against lead shareholder for greater share of sale proceeds than provided in filed documents based on equitable principles.
  • Claim against vendors of a company for restitution and alternatively under tax indemnities following HMRC demands for PAYE on tax avoidance schemes.
  • Dispute between family members within the Turkish community regarding historic agreements as to the ownership of a successful business in the food industry, involving conflicts of oral evidence between numerous witnesses from the family and community.
  • Claim against Warrantors for failure to disclose facts likely to lead to the loss of key customers between the accounts date and completion.
  • US$5m claim by group of investors against guarantor of a failed international mobile payments technology company.
  • Claim against vendors for breach of various warranties following acquisition of struggling family foundry business. 
  • Derivative claims against corporate and individual members and directors by minority shareholder excluded from substantial transaction benefiting majority shareholder of an affiliate marketing company.
  • Dispute as to entitlements under various option agreements between shareholders in businesses in the soft drinks industry including allegations of forgery.
  • Dispute between extended family shareholders regarding the running and ownership of a farm business held in the family for several generations.
  • Dispute between accountancy firm shareholder and minority shareholder in tax consultancy business.
  • Dispute between founding shareholders in IT services business.
  • Dispute between liquidator trustee of shareholding and other shareholders in commercial property investment company.
  • Dispute between shareholder partners in an IP legal business.
  • Financial warranty claims against vendors of home delivery and storage logistics business and cross-claims for unpaid consideration.
  • Financial warranty claims against vendors of regulated medical waste management company, including claims of fictitious invoices.
  • Dispute between accountants in an incorporated practice as to performance and post-termination covenants contained in a shareholders’ agreement, and as to entitlements on retirement.
  • Claims for deferred consideration against purchaser of IFA business.
  • Dispute between extended family members of shareholder in car hire and related businesses including allegations of forgery of underlying documents asserted by other shareholders.
  • Breach of warranty claims against vendor partners of insolvency consultancy business.
  • Claims between shareholders previously engaged to be married including ancillary TOLATA claims, employment claims and restitutionary claims in respect of monies paid out of the company. 
  • Post-acquisition claims by logistics group against customer defended on the grounds of non-assignment.
  • Restrictive covenant, constructive trust and conspiracy claims arising out of share sale agreement in respect of a silage film business, following settlement of injunctive relief application.
  • Claim for unfair prejudice by minority shareholder of an airfield and farming business.
  • Dispute between original shareholders and new investor-manager over terms of departure and agreed formula for setting the price of the investor's shares on departure. The mediation followed interim injunction and strike-out applications.
  • Dispute between shareholders of specialist sport tyre distribution company following expansion into manufacture and distribution of full tyre range worldwide.
  • Dispute in respect of post-completion accounts and for return of escrow monies following sale and purchase of IFA network.
  • Dispute between shareholders of incorporated solicitors' practice.
  • Dispute as to entitlements to equalization payments under the terms of a shareholders' agreement and deed of contribution, including issues of accounting treatment of contributions in kind.
  • Dispute between franchisor and franchisee of driver-hire business regarding the rate of growth of the franchise and obligations aimed at producing further growth in the business.
  • Dispute between existing and exiting shareholders of a resin-flooring company following allegations of accounting malpractice.
  • Dispute between remaining shareholders and outgoing chairman/shareholder of a pre-profit audio technology business valued at £20m+ by funding.
  • Dispute between founding and incoming shareholders of marine dredging, ferry-operating and property investment businesses, including issues of accounting practices, omissions and valuation.
  • Dispute between brother and sister, and associated families, regarding the running of substantial manufacturing company and its portfolio of investment properties, including issues of entitlement to family residence, rights of way and valuation of shareholdings and properties.
  • Dispute between 40% managing shareholder brothers and uncle's 60% family shareholder group with respect to the ownership and operation of a substantial commercial vehicle body manufacturing and rental business.
  • Dispute between shareholders, including a petition for unfair prejudice, in respect of a company which developed technology for hostile environments.
  • Shareholder and valuation dispute between friends who created a successful car-leasing business.
  • Dispute between shareholders of travel agency.
  • Dispute between founder and new shareholder of escalator and lift-manufacturing company.
  • Numerous disputes involving claims of breach of directors’ duties.
  • Dispute between three generations of family shareholders of clothing manufacturing business.
  • Dispute between owners of business owning a Landrover Experience franchise.
  • Dispute between shareholders in corporate investment vehicle.
  • Breach of warranty and indemnity claims following acquisition of insurance broking business.
  • Dispute between sibling shareholders of inherited care-homes business.
  • Dispute between parents and son shareholders in glove manufacturing company.
  • Shareholder dispute relating to operation and ownership of sleep-research company.
  • Dispute between successor in title and other shareholders in property company.
  • Family shareholder dispute in construction company.

As a litigator in large corporate law firms, Stuart was involved in advising colleagues on aspects of corporate transactions. He handled shareholder and company valuation disputes and claims arising out of company acquisitions such as warranty claims and completion accounts disputes, including the following examples:

  • Belgian arbitration of warranty claims against listed company following acquisition of European division of printing businesses.
  • Claim against construction-machinery manufacturer by former founding shareholder for unfair prejudice.
  • Post-acquisition dispute between individual founding shareholder and listed buyer over management control and valuations during earn-out period.
  • Acting for defendant chief executive in giving evidence to DTI Inspectors and subsequent prosecution for insider-dealing.
  • Warranty claims brought against vendor by acquirer of Dutch engineering subsidiary.
  • Acting for listed company in advising on obligations to consider competing take-over bids in the context of a lock-out agreement.
  • Acting for solicitor in giving evidence to DTI Inspectors relating to transactions preceding collapse of listed client.
  • Dispute between majority shareholders and management of telecoms company over control and management responsibility.
  • Dispute between specialist software provider and venture capital investor over management control terms of exit.
  • Warranty claims between listed companies following sale of plant hire business.
  • Unfair prejudice claim by minority shareholder against majority and incorporated solicitors’ practice.
  • Completion accounts dispute between vendor and buyer following sale of paper business.
  • Dispute between shareholders of football club regarding financing obligations.
  • Dispute between shareholders of property development company regarding opportunities and conflicts of interest.
  • Advising director on proposed shareholders’ agreement to be completed on merger of businesses.
  • Claims against venture capitalist for share of investments following representations and advice offered “in kind”.
  • Completion accounts dispute and threatened warranty claims against individual vendor of knitwear business.
  • Advising listed company on various liability mechanisms and limitations in share purchase agreement prior to sale of division.
  • Claim against food company for minority shareholder rights based on informal agreements and representations.
  • Warranty claim by listed acquirer of legal services business against vendor solicitors’ practice over value of WIP.
  • Advising listed building products group on liability mechanisms and limitations in sale and purchase agreement on proposed acquisition.
  • Dispute between shareholders of international IT services group.
  • Minority shareholder claim against vehicle-tracking devices manufacturer.
  • Advising floor-coverings manufacturer on application of dissenting shareholders’ fund.

 

 

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