Corporate governance and how to resolve conflict in the boardroom

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Corporate governance and how to resolve conflict in the boardroom

Leading Corporate lawyer and head of JMW’s London office John Andrews delivers a stark warning to directors and shareholders when speaking to members of Virtual Non-Executive Directors in May 2024.

John talks about the importance of good governance and makes the point that bespoke articles of association and a shareholders’ agreement can reduce the chance of litigation should a dispute arise. John comments:

“The Articles and Shareholders’ agreement will be the first port of call should a dispute arise, and hopefully, if these documents have been well drafted, and they are in place, it will reduce the scope of dispute.”

“In the absence of well drafted documents of this nature, these disputes become very expensive, they become protracted and very often lead to the demise of the business.”

Claire Brown, who is ranked as a leading individual by Legal 500, discusses the most common causes of action in boardroom disputes. Claire talks about a cause of action known as unfair prejudice, which enables a minority shareholder to bring legal action if the business of the company is being run in a manner that unfairly prejudices the shareholder.

She adds that the most popular trigger to an unfair prejudice claim is exclusion from management, when a director is removed, and often leads to concerns regarding the subsequent financial management of the company, including increased awards of remuneration, misappropriation of funds and failures to declare dividends.

You can watch the full webinar here:

John Andrews is a leading corporate lawyer specialising in M&A deals and heads JMW’s London office. Claire Brown is a litigation partner at JMW’s Manchester office and is ranked by Legal 500 as a leading individual.

Both have significant experience working with shareholders and directors.

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