Shareholder Dispute - Advice Please!

Startup Sam

Free Member
Jun 30, 2021
9
2
I'm looking for some help regarding a dispute with my fellow shareholders.

Background - I founded and grew a profitable tech company but fell out with fellow 2 Director / shareholders. Whilst I wanted to grow and sell, they wanted to take cash out / lifestyle business.

The company was well established, with clients in 70 countries, profitable and growing, with long term recurring contracts. It had solid financial processes, top-class bookkeeper, finance director, reputable accountants, regular reporting etc - everything was done by the book.

In early 2018, they appointed an Exec Chairman against my wishes. A few months later I was dismissed after a poorly run investigation and disciplinary into the financial management of the company. However the Exec Chairman chose not to use the financial professionals and made his own judgements - without checking facts eg whether or not I was entitled to RPI pay rises. He is not an accountant or lawyer.

My fellow shareholders and the Exec chairman tried to coerce me into removing my minority voting rights (each of the 3 shareholders has minority voting protection), which I refused. They then made further accusations (breach of covenant, stealing company secrets) and have continued to do so without much in the way of evidence. When I refused to give up my shares (independently valued at >£1m) they went to the police accusing me of fraud. the police took 2 1/2 years to find that there was insufficient evidence.

They have threatened my wife. They have tried to intimidate me. It has been very distressing and expensive.

In Jan 2021, I won my employment tribunal against them. The remedy hearing is in Nov. They continue to make new and unfounded allegations. They are simply ramping up my costs and I believe they have no intention to pay.

Inspite of the company being profitable and has long term contracts with blue chip companies, they claim my shares are worth zero. I am still a significant shareholder with minority protection voting rights.

I believe they are taking excess cash out of the business and potentially running it into the ground.

For the sake of my health and sanity plus the personal financial impact - I want this over and done with.

Any advice please!
 

Ozzy

Founder of UKBF
UKBF Staff
  • Feb 9, 2003
    8,315
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    3,434
    Northampton, UK
    bdgroup.co.uk
    For the sake of my health and sanity plus the personal financial impact - I want this over and done with.
    One option purely for the sake of your sanity and health, and it isn't a bad one, if you engage with a mediator and reach an agreement and walk away. If they are milking the company like a cash cow as you imply, it'll go to the dogs anyway. Try not to get tied into any restrictive covenants though, because...
    You then have the option to rebuild again yourself with 100% shareholding, you may be able to pick up some of the excellent staff and customers you worked with before and be bigger and better than "their company".
    Just as a side, if they don't get legal advice as mention, you could use this against them and get them to "settle out of court" with a reasonable but not as much as you'd like sum.

    Alternatively you can fight it, November isn't that far away, just stop responding to any of their other accusations - just ignore them - until the November hearing. This will have a health and sanity impact.

    I'd choose my battleground and it would be strategically in the business arena rather than court.
     
    Upvote 0
    I'd second what others have said - consider instrucing a mediator to help both sides negotiate a settlement (to both the employment and shareholder claims).

    Your hand would be strengthened on the shareholder issue with some formal legal advice, though. At the moment, it sounds like the other side don't see much downside in continuing to try to ignore / remove you as a shareholder. But the spectre of you bringing an unfair prejudice claim against them might hasten negotiations - they might not want the risk of having to pay your legal fees and compensate you.

    Paying for a few hours of advice from a direct access barrister might be your best bet (Google "unfair prejudice barrister" to find one). If you aren't familiar with the concept of unfair prejudice, again just Google 'unfair prejudice guide' and you'll find Ashfords have a nice summary (I can't post the link, but you'll find it).

    <adding link for reference ^Ozzy>
    https://www.ashfords.co.uk/news-and-media/general/guide-to-unfair-prejudice-against-shareholders
     
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    Andrew Marsden

    Free Member
    Apr 12, 2021
    29
    7
    Bristol
    I am sorry to hear of the treatment you have received from your fellow shareholders and directors. You do seem to have been a victim of unfairly prejudicial conduct of the affairs of the company. You should certainly seek some expert legal advice as soon as possible. I would suggest you seek that advice from a barrister under the Direct Public Access scheme thereby limiting your costs. Make sure you instruct someone with specialist expertise in this area. I would do so quickly and certainly before you contemplate mediation as you want to know precisely where you stand before entering into negotiations with the other shareholders/directors.
     
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