Dispute with fellow directors

[louisx]

Hi everybody i'll try and keep this simple but i could really do with some practical advise and unfortunately have no money to consult a commercial lawyer.

I went into business with some other people at a young age i was naive and am really unaware of shareholders agreements etc or whether we have one etc.

The situation is i run the company(MD) and have a minority shareholding 15% the other shares held by two friends one of which who is also company secretary.

They basically want me out of the company do i have any rights as an employee i have been so for approximately 4 years ??

Also they want me to step aside from the company but for whatever reason are not prepared to buy my shares. I fear if i step aside they may set up a alternative company using our current customers hence over time diluting the value of my shareholding in the current company. Hope this makes sense

So what should i do and more importantly what protection do i have especially as a employee and against any fraudulent devaluation of my shareholding.

I really would appreciate some advise as currently i'm really suffering anxiety and depression over this matter.

Many thanks

 

[louisx]

Hi

Can anybody give me some advise please ??

 

[Kernowman]

Even at the very basic level you are still an employee of the company. You haven't mentioned "dismissal" so let's assume they intend to make you redundant to have you removed. In that case it is for you all to have a formal meeting to decide what your severance package as a Director is going to be. You should also include your shareholdings as part of that severance package, but you must have an independent appraisal what is is worth, otherwise as you suspect, you might not receive the true value.

 

[Williams lester]

THe other shareholders are under no obligation to buy back your shares, whether you are made redundant or dismissed, but you will still be entitled to dividends from the profits if they do not.

As for the chance of them taking the customers into another company, that would be a breach of their fiduciary duty as directors and you can take legal action against them.

 

[louisx]

Hi
Thanks for your advise guys one last question if i've been a employee for the last 10 years and are dismissed if i do not agree with the grounds can i claim for unfair dismissal as a employee.

 

[Kernowman]

If you are dismissed, it has to be for a very good reason, they MUST follow the correct procedures and you can appeal against the decision if you believe it is unfair. I know it can be a complete charade and pantomime, but you must exhaust all of the company's procedures before making an application to a Tribunal.