Director & Shareholder Disputes - 2023 Virtual Conference

Introduction

Chaired by Nicholas Grier, this virtual conference with a panel of leading experts offers a comprehensive update as to the current hot topics in this fast-moving area from derivate claims to defences and more.

Each session will provide a full opportunity for questions and answers.

Conference Agenda

This 5 hour conference will cover the following:

10:00am-11:00am: Derivative Claims

This session will explore the recent case law and the increasing popularity of derivative claims and the recent prominence of the duty to promote the success of a company under s.172(1).

The following topics will be covered:

• The hurdles that are put in the member's way - and why?
• Continuity of old common law on derivative claims in limited circumstances
• Wider effect and direction of derivative claims

Morning Break

11:10am-12:10pm: Acting for Majority Shareholders

Chantelle Staynings, Barrister, Erskine Chambers

This session will focus on acting for majority shareholders, both in litigation with minority shareholders and generally.

While the rights of the minority (for example, to bring unfair prejudice petitions) will be familiar, there are both opportunities and pitfalls associated with acting for majority shareholders and boards of directors which are often less well understood.

The session will cover:

• Expropriation of minorities and amending articles of association
• Acting for majority shareholders and directors in litigation with the minority
• Practical advice on minimising risk when enforcing shareholder power
• Recent developments in this area.

12:10pm-1:10pm: Defences to Shareholder Litigation

Matthew Hodson, Barrister, Gatehouse Chambers

This session will cover common shareholder actions, with an emphasis on how they can be successfully defended by majority owners. It will include:

• A deep dive into the unfair prejudice remedy
• Winding up
• Derivative actions
• The position of incumbent directors whose position is put under threat by action to remove them in the course of shareholder disputes.

Break for lunch

2:00pm-3:00pm: Valuation Issues

Ed Weeks, Cripps LLP and Martin Chapman, Crowe LLP

This session will consider both the legal and accounting issues and will cover the following:

Legal:

• When does the need for valuation arise - e.g., transfer provisions in Articles or shareholder agreements/in the context of litigation?
• The basis of valuation - the legal perspective
• The date of valuation - i.e. the point in time at which the value needs to be determined
• Discounts for minority shareholdings - when are they not appropriate
• Other factors to be taken into account - inc. the relevance or otherwise of hindsight
• Procedural issues - pre-action/mediation/evidence at trial

Accounting:

• The roles an expert can play, and how an expert can help
• How best to instruct an expert
• Transactions to be included or excluded from the valuation
• What is to be valued?
• The valuation process and methodologies - assets, earnings, or cash flows
• Identifying the value of individual parcels of shares

Afternoon break

3:15pm-4:15pm: Insolvency as a Last Resort?

Nicholas Grier, Professor at Abertay University

No-one rushes to wind up a solvent company however, sometimes winding up is the only solution for a dysfunctional company.

This session will cover:

• Who can petition - members and contributories?
• Common grounds for a member's petition for winding up
• What the member has to prove to succeed in his petition for winding-up
• What the court will take into consideration
• The problem with reflective loss
• If the petition is granted, what may be the problem for directors?
• What may be the problems for anyone else?

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.