We serve as trusted advisers to companies, individuals, boards and board committees on corporate governance matters of all kinds – and particularly for matters that require critical strategic decisions in the face of substantial economic risk or reputational exposure.
We have specialist expertise in litigation resulting from corporate transactions and related shareholder disputes, including:
- deadlocks, allotment of shares for an improper purpose, to the suppression of the rights of minority owners, buyouts, breaches of contract and fiduciary duty
- Derivative actions;
- unfair prejudice claims;
- court-ordered buyouts of minority shares and valuation disputes
- statutory petitions for just and equitable winding up
Management and Governance
- Advising on the removal of directors,
- claims that directors have breached their duties,
- Director misfeasance claims,
- defending disqualification proceedings
- advising directors on the proper exercise of fiduciary powers, avoiding conflicts of interest, and other corporate governance issues.
- Joint venture disputes
- breaches of shareholder agreements
- enforce rights to purchase or sell shares under sale and purchase agreements
Improper allotment of shares
directors must be able to demonstrate a good reason for making a rights issue, especially if they know that the other shareholders will not be able to take up their rights of participation.
a situation, in which disagreement cannot be settled and neither side has sufficient voting power to carry resolutions either at board level or in general meeting.
―it would be impossible and wholly undesirable to define the circumstances in which the application of equitable principles might make it unjust or inequitable (or unfair) for a party to insist on legal rights or to exercise them in a particular way ― Lord Hoffmann in O‘Neill vs Phillips, (1999) 2 BCLC”
The fact is, joint ventures are complex businesses to model. Negotiating JVs differs from negotiating mergers or acquisitions because the end goal is a sustainable, ongoing, trust-based relationship, not a one-time deal.
In the early phases of deal planning, we advise clients to first address the JV structure and business model.
- need to separate assets ownership from operations
- mechanisms to resolve the deadlocks
- exit and termination routes
- Advising a Luxembourg based investment firm to raise capital for a distressed venture by the issue of convertible notes in the BVI holding company. Special issues: variation of rights, conversion price below nominal share price, and increasing authorized share capital.
- Disputes counsel in a shareholders’ disputes over dilution and improper allotments made in a conflict of interests, selective bonus issues, and change of share valuation. Amongst other actions, conduct strategic negotiations and obtain freezing orders from the Eastern Caribbean Supreme Court (BVI).
- Advised on the corporate structuring for the expansion of a high-end restaurant (Azumi) chain. Created multiple share classes, and differential rights, entrenched management control with full disclosures of related party transactions and protections against conflict of interests.