Chris has acted for and advised both majority and minority shareholders in disputes over shareholder rights or entitlements. He has also acted for directors who are either “deadlocked” with other directors as to how the company should be managed, or who are facing eviction from the board of a company
It is not uncommon for the majority of the shareholders of a company to cause the company to undertake actions that one or more of the minority shareholders disagree with, or which would prejudice those minority shareholders. Another common scenario is where different factions of shareholders each have an even share of the shareholding a company, and equal representation on the board of directors of a company, so that the company is “deadlocked” with neither side able to break that deadlock.
Many of these shareholder disputes arise as a result of the absence of a written shareholders agreement and/or constitution. But even with a written agreement, disputes arise as to how that agreement should be interpreted and what the individual shareholder's respective rights are pursuant to the agreement. In this situation, in some shareholders disputes issues can arise relating to minority oppression. Chris has been counsel in a number of matters where claims were raised, pursuant to section 174 of the Companies Act 1993, that the affairs a company had been conducted in a manner that was oppressive, discriminatory or unfairly prejudicial to one of more shareholders. While most shareholders disputes are resolved via a settlement, in a number of instances a referral to High Court was necessary to restrain the offending conduct. Chris has also been counsel in several matters involving applications, by one shareholder, to appoint an interim liquidator due to the existence of a deadlock within the company’s board of directors, as well as in negotiating agreed resolution to such disputes. See interim liquidations. Contact Chris for assistance.