Benjamin Rose acted for company directors and a group of related businesses in a complex shareholder dispute concerning allegations of unfair prejudice, exclusion from management, corporate governance failures and the proposed buyout of a minority shareholders for c.£2M.
Benjamin was instructed at an early stage to advise upon threatened employment and shareholder claims following disciplinary proceedings involving shareholder-directors. His advice considered employment status, alleged misconduct, the operation of the relevant shareholders’ agreement and the risk of proceedings under ss.994 and 996 Companies Act 2006.
When High Court proceedings were subsequently issued, Benjamin prepared the respondents’ substantive case. The response denied that the companies had operated as a quasi-partnership and contended that the challenged decisions were legitimate protective measures taken in response to alleged financial and managerial irregularities. Benjamin also advised upon the independent valuation evidence, minority-discount arguments, directors’ loan accounts, litigation risk and the affordability and structure of a potential share purchase. He prepared the respondents’ mediation strategy and position statement before representing them at a full-day commercial mediation.
At mediation, Benjamin conducted negotiations on behalf of the respondents, advised upon successive offers and counteroffers, addressed potential conflicts between individual clients and worked towards terms capable of securing a complete commercial separation. The parties’ positions were substantially narrowed, with Benjamin providing further advice at the conclusion of the mediation on formal settlement proposals and costs protection, resulting in commercial agreement and the exit of the minority shareholder-directors.
Benjamin is a member of the committee for the Leeds BPC Forum, and is available to advise on all aspects of BPC/Chancery court work, particularly business interests that intersect with divorce and family law.