Shareholder Disputes Circular

Burges Salmon

Burges Salmon experienceBurges Salmon has a specialist experience advising on high value and complexunfair prejudice claims in a variety of sectors including, financial services, energy,technology, transport and food.Some examples of our recent work in this area are set out below.Advising a Russian Oligarch in a High Court unfair prejudice petitionrelating to his investment, via offshore SPVs, in a technology start up. Thedispute raised allegations of mismanagement of the company’s affairsby its director, including the making of unjustified director loans andbenefits in kind and the unauthorised transfer of the company’s assets toa separate corporate vehicle controlled by the director.Advising a HNW entrepreneur in a dispute with the CEO of his marketleading health care business. The claim raised allegations of breachof director duties and separate fiduciary duties owed to our client'sCayman family trust, and was met with a counterclaim by the CEO fora declaration that he had a minority shareholding in the business as aprelude to issuing an unfair prejudice petition.Advising an ultra HNW Swiss family following the breakdown of their UKproperty JV with a Lebanese partner as a result of substantial constructiondelays in the JV’s flagship development. Our client brought an unfairprejudice complaint via an ICC arbitration. We obtained emergencyinjunctive relief on behalf of our client to prevent asset dissipation, anddealt with complex technical issues as to the scope of the tribunal’spowers to award final relief for unfair prejudice.20

Advising US investors into an English cosmetics company on High Courtproceedings to enforce the terms of their shareholders’ agreement withthe Managing Director who was taking unjustified director loans andparallel trading a competing business using the company’s staff andintellectual property. The proceedings required emergency freezing andsearch orders to preserve assets and critical evidence.Advising a minority shareholder on the grounds for an unfair prejudicepetition relating to the gross mismanagement of a technology start up’saffairs by the majority shareholder and CEO, including prejudicial changesto the Articles, potential misappropriation of investment funds and keyintellectual property, and serious accounting irregularities.Advising an individual minority shareholder and former director ofmultiple interconnected companies in a High Court unfair prejudicepetition. The dispute raises a range of complex issues common toshareholder disputes, including breach of director duties, mismanagementof the companies’ affairs, misuse of company assets and the grant ofunjustified benefits in kind. There are also technical issues arising out oftrust law.Case listRe Edwardian Group Ltd [2018] EWHC 1715 (Ch)Re Last Lion Holdings Ltd [2018] EWHC 2347 (Ch)VB Football Assets v Blackpool Football Club [2017] EWHC 2767 (Ch)Badyal v Badyal [2018] EWHC 68 (Ch)Rembert v Daniel [2018] EWHC 388 (Ch)Re Bankside Hotels Ltd [2018] EWHC 1035 (Ch)Sprint Electric Ltd v Buyer’s Dream Ltd [2018] EWHC 1924 (Ch)Ashdown v Griffin [2018] EWCA Civ 1793Weatherley v Weatherley and others [2018] EWHC 3201Re CF Booth Ltd [2017] EWHC 457 (Ch)21