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Director/Shareholder Disputes

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Disagreements between or against stakeholders in a commercial organisation are often unavoidable. When they do arise, it can bring about a whole host of complex legal issues given the differing duties owed to, and by, each.

The CMS dispute resolution team has a wealth of experience advising parties (both corporate and individual) on all forms of shareholder and director disputes. Whether that dispute has arisen from the day-to-day management of the company, a transaction, or insolvency, the team has a notable track record securing practical, positive results.

Our client’s priorities and end goals are always at the forefront of our advice. Knowing when to resolve the matter delicately or drive it forward to achieve a purpose is absolutely crucial. Our commercial disputes lawyers will work closely with you to deliver the outcome that meets your objectives.

Our experience includes advising:

  • The former Non-executive directors of Petropavlovsk Plc in English High Court proceedings concerning allegations relating to director’s duties and shareholder activism.   
  • A former Uber executive in US proceedings relating to allegations of breach of confidence and fiduciary duties  by Vanguard Logistics Services (USA) Inc. 
  • Minority shareholders in the successful opposition of a multi-million unfair prejudice claim, including a successful challenge to interim orders, leading first instance and appeal judgments and dealing with conduct of the Petitioner in granting relief and bad leaver providions as penalty clauses.
  • A Major High Street leather goods manufacturer on a multi-million pound shareholder dispute involving unfair prejudice, breach of fiduciary duty allegations and threat of derivative action.
  • Owner founders in a successful unfair prejudice claim, including a successful application for interim and final relief to prevent disciplinary proceedings being used to trigger bad leaver provisions. (Judgment).
  • Cosalt plc in claims against former directors and shareholders of a subsidiary, including claims for defamation, damages for fraud, and misfeasance.
  • Owner founders in an unfair prejudice claim, including successfully opposing an application to dismiss the petition based upon an “O’Neill” offer. (Judgment).
  • A Defendant to an arbitration in the LCIA relating to a multi-million pound shareholder dispute.
  • Directors of an offshore technology group in response to £60M claims in relation to alleged breach of fiduciary duty and alienation of assets.

"The team of lawyers have a good knowledge base and analytical legal approach. These lawyers are hands-on, approachable and always willing to extend support."

International Arbitration: Commercial Arbitration, Chambers UK, 2021

"A 21st century 24/7 powerhouse. Experienced team with all the skills necessary to deal with large-scale commercial litigation."

Commercial Litigation Premium, Legal 500 UK 2021

Ben Trust is an “excellent and imaginative lawyer” with a “breadth of experience in corporate governance and transactional disputes”.

Legal 500

Ben Trust "is the 'go to’ contact for director’s duties disputes”.

Legal 500

"Able to handle high value and complex litigation with a strong team who are efficient, disciplined and hard-working while also understanding the client’s commercial status."

Legal 500

"An “excellent negotiator”, he has "great intellectual acumen and ability to cut through complex data" "

Legal 500

"He is a strong and innovative practitioner."

Chambers & Partners, 2021

Feed

17/05/2024
CMS International Construction Study 2024
In recent years, construction and engineering businesses have faced a whole storm of headwinds. CMS, in partnership with YouGov, asked in-house lawyers about the biggest challenges of managing disputes in this environment - and how those challenges can be met.   Sixty-second summaryThe evolving nature of construction risk will see changes to standard contracts and negotiation positions. It may also bring more disputes, particularly where those changes lag behind project realities. Fewer than half the businesses we surveyed reported that the in-house legal or contract management team is always consulted at the start of a project to identify areas of risk and to establish appropriate risk management strategies. Most in-house lawyers believe their businesses could improve the way in which risk is managed during projects - often in a number of important ways. Despite the potential benefits, only 17% of the in-house lawyers we surveyed are using AI in disputes or contract management. Some say they will never use it. Most in-house lawyers believe their businesses have a lot of scope to improve the way that project risks are managed. AI has the potential to be a game-changer in this area by optimising processes, planning, scheduling and other elements of case management and by revolutionising the way a business handles its portfolio of contracts. 
20/10/2023
International Disputes Digest
  Analysis and commentary on global dispute resolution trends Welcome to our International Disputes Digest, a bi-annual publication featuring analysis and commentary on the key trends currently shaping the global dispute resolution market. In these uncertain times, global businesses in almost every sector are facing challenges brought about by an unprecedented operational climate. Actions and decisions taken may be subject to even greater scrutiny than normal and, together with new legislative developments around the world, we bring you the latest news on important global issues, opportunities and challenge. See be­low all edi­tions of the In­ter­na­tion­al Disputes Digest.
23/11/2022
Protection from protests
Protest on the streets, protest online, even litigation used as a vehicle for protest. Protestors targeting a business may be standing in a crowd, holding a placard or shouting slogans. But they may also be behind a computer screen or pursuing a claim against the business through the courts. They may even be working inside the business, preparing to compromise its systems or leak confidential information. Whether they are activists, employees or customers, all these protestors may present a substantial challenge and a real threat to businesses, in areas including its security, reputation and bottom line. 
15/11/2022
Advising the Board Report on Director Duties Risk
Executive and non-executive directors have a wealth of re­spons­ib­il­it­ies, but no matter the nature of a particular role or industry, or the day to day demands of a business, all directors remain subject...
15/03/2022
Cyber and Data Breach Claims
We are pleased to invite you to a series of seminars for 2021/22 delivered by the CMS Financial Lines Insurance Team. A key theme observed by our team over recent years is the growing complexity of Financial...
08/02/2022
Class Actions in the UK
We are pleased to invite you to a series of seminars for 2021/22 delivered by the CMS Financial Lines Insurance Team. A key theme observed by our team over recent years is the growing complexity of Financial...
16/12/2021
Legal guide for company directors and CEOs in the UK
ESG obligations for Directors and CEOs 1. Do existing directors’ duties contain obligations that apply to matters that could be categorised as an ESG consideration, e.g. the environment, employee...
17/11/2021
Future Facing Disputes - ESG Risk and Shareholder Activism
Shareholder activism is increasingly influencing corporate agendas. Shareholder activists are increasingly focusing on environmental, social and governance (“ESG”) issues to influence a company’s behaviour in light of climate change, the most significant challenge facing humanity today. With COP26 (the 26th UN Climate Change Conference) having just taken place in Glasgow, the approach taken by businesses to climate change will be under increasing scrutiny as shareholder activists intensify their focus on ESG issues. To read this future facing disputes paper download the pdf below. 
09/11/2021
Claims against Asset Managers
We are pleased to invite you to a series of seminars for 2021/22 delivered by the CMS Financial Lines Insurance Team. A key theme observed by our team over recent years is the growing complexity of Financial...
05/10/2021
Handling Complex Coverage Issues
We are pleased to invite you to a series of seminars for 2021/22 delivered by the CMS Financial Lines Insurance Team. A key theme observed by our team over recent years is the growing complexity of Financial...
20/07/2021
Claims against Directors arising from Insolvency
We are pleased to invite you to a series of seminars for 2021/22 delivered by the CMS Financial Lines Insurance Team. A key theme observed by our team over recent years is the growing complexity of Financial...