Charles Fussell & Co LLP has been instructed to act in conjunction with Lewis Silkin LLP in connection with a shareholder dispute in the marketing industry.
The case will be of interest to practitioners for two reasons:-
First, because it is the majority shareholder who is alleging unfair prejudice – along with other breaches of directors’ duties by the minority shareholder. The Courts have conventionally held that majority shareholders have all the powers they need to remedy their own problems and so do not require the Courts to intervene. Nevertheless, the Courts have left open the possibility of some kind of judicial remedy by referring to “exceptional circumstances” which might justify the Court’s intervention. This case could well test the limits of that apparent exception to the general rule.
Second, because it will test the effectiveness of “bad leaver” provisions in this context.
In this case, the majority shareholder alleges that he has been unlawfully excluded from the management of the company and unlawfully dismissed precisely in order to invoke the relevant “bad leaver” provisions and leave him without the benefit of the true value of his shareholding – to the considerable benefit of the minority shareholder.
The case continues. Simon Winter leads the team for the minority shareholder with assistance from Catherine Stockler. Charles Fussell & Co LLP has instructed David Lascelles of Littleton Chambers as Counsel.