Boardroom disputes – examples of mediations undertaken

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Boardroom, Shareholder and JV disputes – examples of mediations undertaken

Boardroom disputes

A dispute between and former and current directors of an advertising company concerning restrictive covenants, alleged misuse of confidential information, etc (c. £1m).

 

A claim against a former director for breaches of fiduciary and statutory duties, and dishonest assistance and knowing receipt.

 

A case involving UK and US proceedings and concerning restrictive covenants of senior directors leaving a multinational company and setting up in competition.

 

A dispute concerning director’s disqualification proceedings brought by the DTI and the effect of alleged non-disclosure in the context of a subsequent directorship some years later.

 

Litigation between various board members culminating in the execution of various search and seizure orders, with allegations of diversion of opportunities, secret profits and conflicts of interests being at the heart of the dispute.

 

A claim by a company against a former director and his family for breaches of fiduciary and statutory duties, dishonest assistance and knowing receipt.

 

A dispute between a health services company and departing minority shareholders/directors concerning confidential information and non-compete provisions – (c. £6 million).

 

 Shareholder and JV disputes

A dispute between two publishing houses with shareholdings in a joint venture, concerning corporate oversight, director’s appointments, etc (c. £30 million).

 

A minority shareholder action brought by various family members following the death of the company’s founder, involving complex valuation issues, buy-out proposals, etc (£5 million).

 

A mediation of a derivative claim following a judgment providing that certain former joint venture partners held certain shareholdings on trust for one another (c. £2 million).  

 

A dispute between family members over shares allegedly held in trust for the benefit of certain other family members but which were transferred to a third party (c. £5 million).

 

A mediation following a judgment given on a petition and cross-petition, each seeking relief for unfairly prejudicial conduct (under section 994 CA 2006) but before any remedies were ordered in relation to the unfair prejudice found to have taken place (c. £2.5 million).

 

A dispute between founders of a company triggered by the setting up of an allegedly competing business and diversion of opportunities, the litigation involving various Companies Act claims under sections 459 (now s.994) and 320 (now ss. 190,191, and 223) and the proper operation of the O’Neill v Phillips principles.

 

Mediation of a claim for a share purchase order at a fair value (without discount) under section 994 Companies Act.

 

A three day multi-party, multi-jurisdictional mediation (preceded by a number of pre-mediation meetings) involving the separation of family interests in various groups of companies around the world, the mediated settlement being implemented by way of numerous transfers of shareholdings, redemption of loans and other ‘balancing’ transactions (c. £several hundred million).

 

A shareholder dispute brought about by the exclusion of a founding shareholder from a company, involving various claims including under s.998, for rectification of the register of members (as a result of various disputed share transfers) as well as under non-compete provisions.

 

A multi-party dispute arising from the defection of a number of key people from a business to a competitor, with discussion focusing on breach of a shareholders agreement, contracts of employment and fiduciary duties.

 

A minority shareholder action involving difficult issues of valuation of a shareholding, buy-out proposals, quasi-partnership issues, dividend policies etc.

 

A seven party minority shareholder action involving allegations of transactions at an undervalue, unfair prejudice, breach of confidence etc. (c £1.5 million).

 

Various shareholder claims arising from exclusion from management, for breach of legitimate expectation (participation in management) and unfairly prejudicial conduct e.g. payment of large salaries, bonuses etc reducing distributable profits and balance sheet value.

 

A joint venture dispute concerning various healthcare insurance companies (c. £500k).

 

A dispute between a travel company and television company over a joint venture(c. £1 million+).

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