DISPUTES RESOLUTION

CORPORATE LITIGATION

Overview

In corporate and shareholder conflicts, our lawyers handle the whole spectrum of needs, from transactional disputes to multi-jurisdictional disputes in boardrooms and shareholder meetings.

We deal with all aspects of corporate litigation and governance, including the allotment and issuance of shares, the variation of class rights, the grant of subscription rights, issuing convertible notes and share conversions, share price valuations as an ongoing concern, upon liquidation, minority shareholder rights, minimum drag-along price, and illegal dilution of shareholder rights.

By advising directors on how to properly exercise their fiduciary responsibility, we avoid conflicts of interest. We guide shareholders who are directors in following proper procedures when they encounter conflicts.

Types of Disputes we handle include:

  • Mismanagement: typical examples include disputes between shareholders and boards on supposed mismanagement of the company.

  • Improper share allotment: shareholders are diluted every time a company issues new equity. But dilution is unfair if it the motive for share issue is improper.

  • Self-interested transactions: typical examples include related party transactions, insider trading, conlicts of interest by board members, executives and senior management.

  • Fraud: we advise entities in conducting internal investigations into fraudulent activity, and to recover misappropriated company property and information.

  • Transactional Disputes: Complete range of transactional disputes, including those arising from mergers, acquisitions, floatations and investigations.

  • Shareholder personal guarantees: When the company fails to repay the loans – resisting liquidation of the guarantee, rights of subrogation with the bank, and claiming indemnity from co-guarantors and the company.

  • Financial Statements Manipulation and Fraud: trade receivables are overstated, the company appears profitable but has no cashflow.
  • Share Dilution: Taking on majority ownership because a large number of shares were sold cheaply over time and were being sold at inflated prices (or “diluting”).
  • Share valuations Among the most common examples are disputes between shareholders and the board or auditors on the valuation method in cases of (a) squeeze outs and (b) share/bond issues
  • Shareholder personal guarantees. When the company fails to repay the loan – resisting liquidation of the guarantee and claiming subrogation rights with the bank.
  • Injunctive Relief: Freezing bank accounts, or preventing other shareholders from fulfilling their objectives.
  • Directors’ Duties: Breach of duty by directors – among other things, failing to oversee operations adequately managing finances responsibly safeguarding assets etc.:

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