Corporate and Business Disputes

Partnership disputes

Partnerships exist everywhere in the commercial world, and, although partners may think that they will ‘never fall out’, unfortunately things can and do go wrong.

As experts in general partnerships, limited partnerships and limited liability partnerships (LLPs), our experienced lawyers can provide practical advice on any aspect of partnership disputes, including breaches of obligations and issues arising upon dissolution.

Enforcement of restrictive covenants

We have lots of experience dealing with the enforcement of restrictive covenants contained in directors’ service contracts, shareholders’ agreements and partnership agreements. Whether you are looking to enforce such covenant, or you are on the receiving end of a claim for enforcement, we can provide specialist, objective advice on the enforceability of the relevant covenant(s) and the best way to proceed in the circumstances.

It is very important to seek immediate advice. The most effective way to enforce restrictive covenants will often be to seek urgent injunctive relief in order to restrain any anticipated, or any further, unlawful activity. Any delay in seeking injunctive relief can seriously prejudice your prospects of success.

Shareholder disputes

There are myriad reasons why shareholder disputes can arise, but whatever the reason, our expert team is well versed in the different solutions available. Whether you are a director of a company dealing with a disgruntled shareholder, or a shareholder feeling like your interests are not being sufficiently protected by the management team, we can advise you as to the most appropriate way to deal with the matter using the range of tools available.

Minority shareholders have particular rights. Where the company’s affairs have been, or are being, conducted (often by majority shareholders) that is unfairly prejudicial to their interests, they may petition the court for a remedy.

Particular considerations apply to ‘quasi-partnerships’, which are companies in which the shareholders have a personal relationship involving mutual trust and typically an agreement that they will each be involved in the management of the company whilst they are shareholders. Matters of fairness are engaged alongside what is provided for in the relevant Articles of Association. When dealing with such companies, specialist advice is essential.

Shareholder disputes will typically involve individuals who are not only shareholders, but are also employees and/or directors. Our dispute lawyers work collaboratively with lawyers in other teams (e.g. our Employment team) to provide a holistic service to clients and, ultimately, the best quality advice. The consequences of dealing with matters in isolation can be very prejudicial.

Shareholders have the power to bring claims in the name of the company in certain circumstances. These are known as ‘derivative claims’. Derivative claims can be pursued by shareholders where there has been, or is likely to be, an act or omission by the directors amounting to negligence, default or breach of duty. They are complex claims requiring specialist advice.

Claims arising out of corporate transactions

Working alongside our corporate team, we deal with lots of different contentious matters arising out of business sales and acquisitions. Whether you have purchased a business and it’s proved not to be what you were led to believe, or you require assistance dealing with a completion accounts dispute or an earn-out dispute, our specialist lawyers can help. We have lots of expertise and experience in this area.

We have particular expertise in dealing with warranty claims and indemnity claims under Share Purchase Agreements. Such claims will often involve cross-claims for unpaid deferred consideration, with the value of warranty claims being set-off against the deferred consideration. We have experience of dealing with such cases on behalf of both buyers and sellers. Particular principles apply to the quantification of warranty claims. It is crucial for these principles to be applied when the issues engaged by warranty claims are being considered and analysed. Furthermore, contractual time limits and specific notice requirements will typically be involved. It is vital for parties to obtain advice as soon as possible to avoid falling foul of these requirements. The consequences of doing so can mean that a meritorious claim cannot be pursued.

We also have lots of expertise advising on the enforcement of restrictive covenants contained in Share Purchase Agreements. We frequently provide advice on the enforceability of restrictive covenants. It is very important to seek immediate advice. The most effective way to enforce restrictive covenants will often be to seek urgent injunctive relief in order to restrain any anticipated, or any further, unlawful activity. Any delay in seeking injunctive relief can seriously prejudice your prospects of success.

We frequently assist clients in relation to completion accounts disputes and earn-out disputes. Share Purchase Agreements will typically provide for such disputes to be resolved by way of an ‘expert determination’ process, whereby an independent expert (usually a chartered accountant) will be appointed to resolve disputed issues. We can advise you on the strength of your position and the most appropriate strategy. Share Purchase Agreements almost always provide for strict time limits and strict notice requirements in respect of these matters. We can help ensure that you comply with your obligations. The consequences of not doing so can be very damaging.