Recent content by Free Lance

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    Royalties/dividends and voting: I'm selling a majority stake in a new company

    If it's a big company then they will have a budget. Ask them to contribute £5k towards your legal fees which should be a good start. There is a lot going on there - relationship between yourself and the minority 10%ers and your relationship with the Bigco as shareholder and commercial partner...
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    Shareholders Agreement- or lack thereof!

    I assume that Person C is not a director (business partner has no particular meaning in this context) so their position is just as a minority shareholder. I also assume that your articles of association are very plain and do not deal with things such as shareholders who cease to be involved as...
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    Anyone heard about AV Rillo ?

    Never heard of them but their website seems to suggest that they only do domestic conveyancing. Unless that is what you want them for, look elsewhere.
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    So.. Here's a Fun One!

    It's surprising how far the law favours the company in these kind of situations. I accept that directors leaving and setting up in competition is commonplace but the law, if enforced, is vicious on this point. A leading case is IDC v Cooley where (off the top of my head; I've not double checked...
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    So.. Here's a Fun One!

    It depends on the context and circumstances. The law is quite developed in this area and it favours the company very much. It's all about corporate opportunities. A director cannot resign then (leaving aside questions of confidentiality) start contacting his old company's clients the day after...
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    So.. Here's a Fun One!

    It's not that simple I'm afraid. First of all, best to try to negotiate a walk away. But you need to know where you stand before you do that. A director is a director by whatever name called (section 250 Companies Act). If you acted as a director then you were one. For example, did you sign...
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    Contract clause

    The reason for this is because elsewhere in the contract is a clause which limits or excludes liability - even if it is just the "entire agreement clause" which excludes and pre-contract representations/other agreements from the scope of the agreement. The reason why the clause you highlight...
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    Technology Lawyer Recommendations?

    It sounds like you are looking for two types of lawyer. You need a corporate lawyer for the £300k investment. It would help for them to have some technology background as it's always good for them to understand your business - but it's note essential. You then want a lawyer to help you with...
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    Terminated director and his shares increased by 32,500!

    What is the nominal (face) value of the shares he issued to himself. It's a side point but once you've sorted out the main issues if, for example, the face value is £1 then he would owe £32,500 to the company. Something to throw into the mix. Sorry, I don't have time to provide a proper...
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    Courier left one of our products worth £1400 in a wheelie bin and signed POD himself!

    If professionally drafted there is probably a clause somewhere that says, "nothing in this agreement shall exclude or limit our liability for fraud." There should be. If so then refer to that clause on the basis that the courier company signing for a product that was itself binned by the...
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    Repaying ex-director issues

    There is a disconnect somewhere here. The directors bought the shares but the agreement to do so was with the company. The stock transfer forms will have had the consideration included on them and I would still say that the directors are likely to be personally liable (either to pay the price...
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    Repaying ex-director issues

    If the reduced payments are beyond that allowed by the agreement then she can still sue as you the buyers are in breach of contract. Of course, by paying her something you are minimising her loss - she cannot claim for more than her actual losses (plus interest and costs).
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    Repaying ex-director issues

    Thanks for the clarification. The simple answer is that you each personally have a contract with the outgoing director in relation to the share purchase. Unless you built in terms saying something like, "payments are x unless the company is performing below expectations when payment is y," then...
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    Repaying ex-director issues

    Who is buying back the shares, the Company or the other shareholders? It makes a difference as the Company cannot pay for the shares be bought back in instalments and, if the company has no profits from which to buy back the shares then there is quite an involved procedure to properly carry out...
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    Setting up new companies to exclude Shareholders

    Absolutely possible (and very commonly done) BUT absolutely in breach of their duties as a director to the original company. Every 'corporate opportunity' that comes the way of the original company should be pursued by the original company and setting up rival companies with separate...
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