Corporate Litigation Bundle -: Restless Shareholders & Defaulting Directors
Benefits
After completing all training podcasts in this bundle you will:
- Understand the various considerations that apply when shareholders are seeking redress by way of petition for unfair prejudice or a derivative claim
- Understand the various circumstances in which injunctive relief can be applied for to protect shareholders, the company itself or the rights of directors
- Understand the means by which a director in default of their duties might obtain absolution from the board or company in general meeting
- Understand the scope of a director’s duty not to compete with their company or seek to obtain an illicit 3rd party benefit that may put them in breach of their fiduciary obligations
- Understand the means by which minority shareholders can be managed and opposition to a particular course of action ameliorated or eliminated by a majority holding
Training Bundle Overview
This podcast bundle – in association with top company law set Erskine Chambers - provides an insightful commentary on a number of corporate law topics. Designed for practitioners involved in all manner of corporate disputes, this bundle ranges from managing restless shareholders to injunctive relief and directors covering their backs.
- CPD Points:
- This bundle can provide up to 6 points details »
- Price:
- £325 (includes unlimited access until the end of 2013!)
- Suitable for:
- Solicitors
- Barristers
- Corporate & Commercial Practitioners
- Practice Area:
- Company Law
- Contributors:
What is a CPDcast Bundle?
CPDcast training bundles contain a hand-picked selection of our CPDcasts that together will provide you with a discrete in-depth analysis of specific legal developments from scrutiny of the statutes and case law to practical application.
Contents
Corporate Litigation Bundle - contains the following CPDcasts:
- with Andrew Thompson and Nigel Dougherty from Erskine Chambers
This podcast aims to highlight the respective benefits and disadvantages to minority shareholders looking to enforce their rights by means of a petition for unfair prejudice or a derivate claim on the company’s behalf. It details the respective nature of both remedies and in what circumstances each will be appropriate.
After completing this course you will:
- Understand the nature of a claim for unfair prejudice;
- Understand the nature of a derivative claim and how it differs from an unfair prejudice petition;
- Know some of the key factors that practitioners need to consider when contemplating a claim under either sections 260 or 994.;
- Understand the potential difficulties when seeking to run both a petition and derivative claim in tandem;
- Be aware of how effective minority shareholder litigation can be at enforcing directors’ duties.
- with Ben Griffiths and James Potts QC from Erskine Chambers
This podcast aims to outline the circumstances in which injunctive relief may be obtained in the context of corporate litigation. The podcast focuses on the use of injunctions in shareholder litigation, either by way of a petition for unfair prejudice or through a derivative claim. The podcast also discusses the use of injunctions sought by the company itself to restrain a wayward or renegade director and finally the podcast addresses the use of injunctions by directors themselves to obtain access to company documents, reports and accounts.
After completing this course you will:
- Be aware of the unfair prejudice provisions in the Companies Act 2006 and what counts as unfair prejudice;
- Understand the role of an injunction within the context of a section 994 petition;
- Know the circumstances in which it may be appropriate to seek an injunction to maintain the status quo;
- Know the circumstances in which the court will grant and refuse injunctive relief;
- Know the circumstances in which it will be appropriate for the company to seek an injunction to pursue a miscreant director;
- Understand how an injunction can be used to enforce a director’s right to see the company’s accounts and records and the scope of that right.
- with Alex Barden and Richard Snowden QC from Erskine Chambers
This podcast mini-series aims to discuss the scope of the statutory and equitable rules that prohibit a director from competing with their company and the related duty not to accept a secret profit from a third party. Attention is given to the wording of the statutory provisions and how they might be circumvented, either on technical grounds or by seeking authorisation and ratification. Finally this podcast aims to outline the remedies available where a director is in breach of duty.
After completing this course you will:
- Understand the scope of the basic duty not to compete contained in sections 175 and 176 Companies Act 2006;
- Understand the scope of the equitable rules that apply to directors as fiduciaries not to compete or obtain a secret 3rd party benefit;
- Be aware of the means by which a director ostensibly in breach of these duties might escape liability.
- with Alex Barden and Richard Snowden QC from Erskine Chambers
This podcast mini-series aims to discuss the scope of the statutory and equitable rules that prohibit a director from competing with their company and the related duty not to accept a secret profit from a third party. Attention is given to the wording of the statutory provisions and how they might be circumvented, either on technical grounds or by seeking authorisation and ratification. Finally this podcast aims to outline the remedies available where a director is in breach of duty.
After completing this course you will:
- Understand the scope of the board’s power to authorise or ratify a breach of duty;
- Understand the issues that can arise concerning informed consent;
- Be aware where authorisation may be obtained otherwise than by board resolution;
- Understand the range of remedies available against a director in breach of their non-compete duties and how such redress might be obtained".
- with Andrew Thornton, Alex Barden, James Potts QC, Matthew Parfitt and Nigel Dougherty from Erskine Chambers
Part 1 of this mini-series aims to set out the source of a member’s rights vis a vis the company and the other shareholders – whether from statute, the company’s constitution, contractual provision or arising informally. This is then followed by a discussion of the main mechanisms by which these rights might be protected, how a minority holding might be eliminated and a summary of the various options for how this might be achieved (explored in more detail in Part 2). Part 1 of this mini-series concludes by starting to explore the various mechanisms by which a minority holding might be eliminated using the statutory drag procedure and the various issues that might arise in so doing.
After completing this course you will:
- Understand the principle sources of shareholder rights;
- Understand the means by which minority shareholder rights might be protected and enforced;
- Understand the key differences between unfair prejudice petitions, derivative claims and personal actions;
- Understand the main drivers for eliminating minority shareholders and be aware of the principle means by which this can be achieved;
- Understand the statutory ‘drag-along’ provisions that enable the majority to overrule the minority and how they work in practice;
- Understand the respective advantages and disadvantages of this method of managing minority shareholders.
- with Andrew Thornton, Alex Barden, Ben Shaw, John Cone and Ceri Bryant QC from Erskine Chambers
Building on the introduction to members rights and protections discussed in Part 1, Part 2 of this mini-series aims to set out in more detail the various legal mechanisms which might be used to eliminate a minority shareholding, the pros and cons of each and the various issues that might arise. Following on from the discussion of the statutory drag in Part 1, Part 2 commences by considering the use of drag provisions in the articles. This is followed by consideration of the use of a scheme of arrangement in order to squeeze out minority opposition and concludes with a discussion of the prospects of selling the undertaking to achieve the same or similar ends.
After completing this course you will:
- Understand the respective advantages and disadvantages of amending the articles of association to include a drag-along provision or to amend an existing provision of this kind;
- Be aware of the practical and legal difficulties that may be encountered in attempting to amend the articles in this way to silence a dissenting minority;
- Be aware of the respective advantages and disadvantages of attempting to use a scheme of arrangement to circumvent the opposition of a minority holding;
- Understand the key procedural stages with this option and the potential traps for the unwary;
- Have considered the prospects of a successful sale of the undertaking in order to eliminate a minority holding.
Contributors
Corporate Litigation Bundle - features the following legal experts:
Barden, Alex (Erskine Chambers)
Alex commences practice at Erskine Chambers from March 2008, following a secondment with Nigel Boardman at Slaughter and May.
During pupillage and on secondment Alex has been involved in a wide range of corporate, commercial and insolvency work, including: Transactional and general corporate advice (including matters relating to the Companies Act 2006 and the FSMA 2000); Commercial Court litigation relating to agency, joint ventures and commercial fraud; Winding up, administration proceedings and priorities in insolvency; Directors' duties; Minority shareholder actions; Disqualification of directors.
Alex has extensive experience as a County Court advocate, including trials of consumer credit claims.
Bryant QC, Ceri (Erskine Chambers)
”...a hugely practical and tenacious advocate’ who is renowned for her ‘commercial brilliance’. Her ‘ability to convey complex information quickly and effectively, regardless of her audience’ was often highlighted.” (Chambers & Partners)
Ceri is a specialist in company law and corporate insolvency (contentious and non-contentious), with a particular emphasis on advice on corporate and capital reorganisations, takeovers, members' and creditors' schemes of arrangement, schemes for the transfer of insurance business and capital reductions. She advises on all aspects of the operation of companies, such as construction of articles of association and shareholders' agreements, directors' duties and powers and shareholders' rights, meetings and resolutions.
Cone, John (Erskine Chambers)
”Simply superb for schemes of arrangement” (Chambers and Partners)
John Cone's practice is primarily comprised of company law matters. His other main areas of work include the reorganisation of capital by public, listed and private companies, mergers and takeovers, financial services, and advice upon insolvencies and liquidations; particularly with reference to Schemes of Arrangement in or in lieu of liquidation, and Schemes of insurance and banking business transfers pursuant to the Financial Services and Markets Act 2000.
Dougherty, Nigel (Erskine Chambers)
“an absolute rock, no matter what pressure he is under.” (Chambers and Partners)
Nigel has an excellent reputation throughout the market for shareholder disputes and is commended for the rapport he builds up with clients.
Griffiths, Ben (Erskine Chambers)
Ben Griffiths has practiced from Erskine Chambers since completing his pupillage. Ben has a broad practice in company law and corporate insolvency and appears in the High Court and County Court on litigation in the company law, insolvency and commercial litigation fields. He has experience of winding up petitions, both opposed and unopposed, and all elements of the conduct of liquidations and other insolvency procedures.
Ben has also advised on a wide range of company law disputes, from shareholder disputes to claims for breach of fiduciary duty. He has also started to make headway into the corporate advisory field and is building experience in that area.
Parfitt, Matthew (Erskine Chambers)
Matthew's practice covers all areas of insolvency, company and general commercial law. Matthew practices both advisory and litigation work.
Potts QC, James (Erskine Chambers)
James Potts QC has practiced from Erskine Chambers since 1994 and has during that period developed a substantial practice, managing to balance both a litigation and advisory practice, and gaining substantial experience in both company law and insolvency law matters.
James has particular expertise in litigation relating to shareholder disputes and claims against directors. He has lectured extensively on a number of areas, in particular, on the new derivative action provisions of the Companies Act 2006 and the codification of directors’ duties.
James is a contributor to Companies Directors: Law and Liability and Practice and Procedure of the Companies Court.
Shaw, Ben (Erskine Chambers)
Ben Shaw was called to the Bar in 2002 and has practiced from Erskine Chambers ever since. As with most members of Erskine Chambers, Ben's practice is comprised principally of advising on company law and insolvency law matters. He appears regularly in the High Court on litigious matters and also has a burgeoning corporate advisory practice. In particular, in the last twelve months, Ben Shaw has advised, amongst other things, on a number of shareholder disputes, on claims for breach of fiduciary duty and on the reorganisation and sale of various companies.
Ben regularly lectures on the company law and insolvency law matters to solicitors firms and has recently lectured extensively on the Companies Act 2006, in particular on the new statutory directors’ duties, on changes to the maintenance of capital provisions and on the new procedure for derivative actions under the Companies Act 2006.
Snowden QC, Richard (Erskine Chambers)
Richard Snowden Q.C. was called to the Bar in 1986 and took silk in 2003. He has practiced throughout his career from Erskine Chambers.
Richard’s main practice areas are company law, corporate insolvency and commercial litigation, with a particular emphasis on contentious matters. Recent matters in which Richard has been involved include litigation arising out of breach of directors’ fiduciary duties, shareholder disputes, disputes arising out of take-overs and mergers and disputes arising out of a number of major corporate insolvencies.
Richard is joint editor of Lightman & Moss, The Law of Receivers and Administrators of Companies and Company Directors: Law and Liability.
Thompson, Andrew (Erskine Chambers)
Andrew's practice comprises primarily commercial litigation, particularly litigation involving issues of company law and corporate insolvency, but also more general commercial litigation, as well as professional negligence claims and litigation arising out of partnership disputes and disputes within unincorporated associations. Andrew also carries out advisory work in the same fields.
Thornton, Andrew (Erskine Chambers)
Andrew Thornton has practiced from Erskine Chambers since 1994. Although he retains a balance between litigious and advisory work, in recent years Andrew Thornton has developed particular expertise advising on reductions of capital and schemes of arrangement. Andrew has been instructed in relation to most of the leading takeovers effected by scheme of arrangement in recent years, including the takeovers of Alliance Boots, Hanson, ICI and P&O.
Andrew is a contributor to Buckley on the Companies Acts, Gore Browne on Companies and Company Directors: Law and Liability and is currently editing a new Jordans publication on the practice and procedure of the Companies Court.
