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Company and Joint Venture Disputes

When investors in companies fall out, the matter may be bitterly fought, and minority shareholders often find they are frozen out of the company’s affairs and subjected to unfair or oppressive treatment. The company may be based in England or overseas, or there may be a chain of companies in different jurisdictions.

PCB has extensive experience in acting for clients in relation to such disputes, both in England and overseas, ranging from small domestic claims to substantial international disputes. We are able to fashion remedies for minority shareholders and others, based on our experience and strategic expertise.

Some of our more substantial or high profile instructions include:

  • A Privy Council case, that is now the leading authority on the scope of claims for rectification of a company’s share register

  • Claims for in excess of US$200m by a listed company against former directors for breaches of fiduciary duty in relation to alleged misappropriation of company assets and the making of secret profits

  • The defence of a US$100m+ unfair prejudice petition

  • The defence of a director alleged to be responsible for misrepresentations in a prospectus of a listed company that collapsed with losses of £200m to investors

  • Obtaining injunctions to prevent dealings with shares in breach of pre-emption rights.

  • Advising Lloyds Banking Group shareholders on claims arising from the merger with HBOS

  • Acting for a listed company in bringing claims for breach of fiduciary duty against former directors

  • Acting for a former director of a professional football club in defending allegations of breach of fiduciary duty

The nature of corporate disputes that we cover include:

  • Claims for breaches of shareholders’ agreements or joint venture agreements

  • Claims for breaches of the articles of association of a company

  • Unfair prejudice petitions

  • Just and equitable winding up

  • Derivative actions

  • Claims for rectification of company registers

  • Claims alleging breaches of fiduciary duties of directors, partners or joint venture participants

  • Misrepresentations in prospectuses and circulars

Selected Case Summaries

PCB acted for the defendant in proceedings brought against him and a BVI company in which he was the sole shareholder, alleging breach of contract in failing to issue shares in the BVI company to the claimants and seeking rectification of the share register. PCB successfully challenged the jurisdiction of the BVI Court at first instance. When this was overturned on appeal, PCB persuaded the Privy Council to grant permission to appeal and succeeded on that appeal. The Privy Council declined to follow the English Court of Appeal authority on which the Claimants relied in holding that the procedure for rectification of a company’s share register did not enable the court to determine prior questions of contractual obligations in respect of the issue of those shares. Accordingly, there was no rectification claim against the company to which its shareholder could be joined as a necessary or proper party. Further, the Privy Council held that the fact that the dispute was about shares in a BVI company did not make the BVI the appropriate forum to hear the dispute.

PCB acted for the respondent director of a BVI company. Proceedings in the BVI in respect of ownership of shares in the company were ongoing, the director being based in England. The Claimants sought to obtain an injunction against the defendant under s25 of the Civil Jurisdiction and Judgments Act 1982 in support of the BVI proceedings to prevent him from permitting expenditure by the company on the BVI litigation (to which it was a party). PCB successfully opposed the grant of such relief on the basis that there was no substantive claim alleging wrongdoing in respect of that expenditure, that there was no threat that required the grant of injunctive relief, damages would be an adequate remedy and were such relief to be granted it could obstruct or hamper the management of the case by the BVI Court.

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