Are you a managing director, shareholder or senior executive and currently in a dispute?

Solicitors Advising Directors, Shareholders & Executives

With years of experience advising directors, shareholders, and executives, we fully understand that an internal conflict at a senior level can pose a huge threat to your business’s health.

An increased focus on accountability and strident governance means that directors, shareholders and executives at a high level are now under greater scrutiny than ever before. This has resulted in more disputes and the need for professionals to take specialist legal advice on their duties and compliance obligations. BTMK’s team led by Fiona McAnaw specialise in advising directors, shareholders and executives and every stage of a company’s life. This includes issues that arise during incorporation, governance and compliance, shareholder distribution disputes, regulatory proceedings and claims that arise from insolvency.

If you’re currently dealing with a complex dispute, we recommend that you get in touch as soon as you possibly can. We’ll be able to provide specialist legal advice and representation to help resolve your issue. Please contact our specialist employment team today by calling 03300 585 222 or by sending an email to [email protected].

Why Instruct Our Specialist Employment Solicitors?

By working with BTMK’s specialists, you can ensure that the preparation or dispute in relation to one form of agreement is considered with other contractual factors (in light of partnership or shareholder agreements, or memorandum and articles of association).

Our highly experienced employment solicitors specialise in:

  • Breaches of duties and/or allegations of failing to act with good faith.
  • Representing both petitioners and respondents where there are allegations that a majority shareholder’s actions are unfair to a minority shareholder.
  • The drafting of complex shareholder agreements and advising signees on legal obligations.
  • The challenging of board decisions where there’s a divergence of opinion among directors and/or shareholders about company development or the payment of dividends.
  • The management and settlement of disputes by way of alternative dispute resolution (mediation, arbitration or conciliation) related to corporate, income and indirect taxes.
  • Managing the process of management restructures and changes in share classes and rights.
  • Assisting in the conversion of private companies limited by shares to public companies with newly floated share capitals.
  • Reviewing employment contracts/service agreements and negotiating new and/or improved terms if deemed appropriate or by request.
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What rights does a minority shareholder have?

Minority shareholders do hold less control compared to majority shareholders, but this doesn’t mean that their legal rights can be compromised. If you’re a minority shareholder, you have the right to review company information and finances, vote at shareholder meetings and apply your input into major internal events such as appointing a CEO or managing director.

Are there restrictions on who can be a company director?

The appointment of a director doesn’t need to be subject to passing a competency test. However, they do need to meet statutory and common law duties of care. A company could choose to place its own restrictions on directorship in its articles of association which could include such a requirement that a prospective director needs to own a specific amount of shares before being appointed.

Do I need to state the reason why I'm leaving in my resignation letter?

There’s no legal requirement that says you must state your reason(s) for leaving in a letter of resignation. However, if you don’t, a tribunal could determine that your employer’s conduct wasn’t the reason for you leaving, even though it could have been.

My settlement agreement package isn't fair. Can BTMK help?

Various conditions must be met for a settlement agreement to be legally valid. One of these (and the most critical) is that you must receive independent legal advice from an experienced professional. Here at BTMK Solicitors, we’re able to provide you with advice on the terms of a settlement agreement and what the implications are of signing one.

What should be included in a tailored shareholder agreement?

A tailored shareholder agreement must address a series of matters, including management structure, director appointments, company financial statements, reporting requirements, market exit strategies, dispute resolution mechanisms, dividend policies and shareholder restraints.

Are shareholders entitled to pre-emptive or registration rights?

Company shareholders do often benefit from “pre-emptive rights”, but it’s not an entitlement that’s bound by law. If pre-emptive rights do exist, new company shares can’t be offered to potential investors before being offered to current shareholders.

Can I have private dealings with the company I'm a director of?

You can only be a director and have private dealings if it’s permitted in the company’s articles of association. You might be able to get money loaned to you from the company accounts, but this has to be approved by a board of shareholders and, in some scenarios, be formally approved by law.

Do all company directors have the same voting rights?

With most companies, each acting director will have 1 vote, and internal decisions will be based on a majority vote. However, it’s possible that a company’s articles of association can establish a different voting system.

Lee Emptage

Corporate & Commercial / Commercial Property | BTMK Todmans

Fiona McAnaw

Litigation & Dispute Resolution , Employment | BTMK Solicitors

Holly Stevens

Corporate & Commercial / Commercial Property | BTMK Todmans

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