Company/Shareholders, Partnerships and Joint Ventures
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Company/shareholders, partnerships and joint ventures
Although at GSC we act for various institutions on property and corporate transactions, we love acting for entrepreneurs. We like dealing with the person who makes the decisions and can give the direct instructions.
Often these entrepreneurs enter into joint arrangements with third parties or already have associates. These arrangements can take many forms including a private company, a partnership or a joint venture. From time to time those relationships go wrong and the problems have to be addressed. It can feel like dealing with a divorce. It can be a very personal episode, full of recrimination.
The starting point when handling this sort of dispute is the documentation governing the relationship.
In the case of companies, the prime document will usually be the Shareholders’ Agreement but the position can also be directly influenced by legislation (the relevant Companies Act) and the Memorandum and Articles of Association. There can for example be pre-emption rights in the event that a shareholder wishing to sell his shares and a notice and valuation procedure to be gone through.
In the case of partnership there is usually a Partnership Agreement and of course there are Partnership statutes.
A joint venture is normally defined by way of a Joint Venture Agreement.
The documents may provide a formula for resolving disputes. For example, a private company will often find what is known as a ‘shotgun’ option whereby if one party wishes to end the relationship with the other he can serve notice indicating the price at which he is prepared to acquire the other shareholder’s shares but can only do so on the basis that the offer can be matched by the party receiving such notice.
Since the late 1970s the Courts have encouraged people to find ways beyond simply putting a company into liquidation or a partnership into dissolution. A minority shareholder, if he is being prejudiced by the way the affairs of the company is being conducted, can petition for relief against unfair prejudice and the Court can order his shares be acquired.
A company’s affairs may be being prejudiced by the conduct of one or more of the directors. It is the company who will normally bring a claim for relief but where there has been misconduct by directors, a shareholder may be able to bring a claim in his own name on behalf of the company. This is known as a derivative claim.
The options open to the shareholder or partner need to be explained carefully and a course of action selected. This all requires a hands-on approach with careful analysis of potential consequences. At GSC we have been advising on these situations for many years and are very conscious of the need to give our clients a service which deals with the emotional side as well as addressing legal technicalities and requirements.
‘A small firm which punches well above its weight’ GSC Solicitors LLP undertook leasing transactions for several blue-chip corporate tenants, particularly in the media sector. It acted for a number of hotel owners regarding the acquisition and development of new hotels.
“We have found the service excellent, and it is for this reason we have continued to use GSC. The key strengths for us have been a commercial approach to deals that is often missing from solicitors, and a personal service based on a knowledge of us and our needs and long-term plans.”
“The main positive comparison we have noted from GSC is the personal touch and commercial acumen.”
“We have often used different legal firms for IP and other work in the past, but GSC’s commercial approach and professionalism, coupled with the excellent working relationship we have built up over a number of years makes it our preferred choice.”
“As a Financial Advisor I have been personally using and recommending GSC for over thirty years. I have referred clients of mine to them and only ever been thanked for the recommendation, which should convey the confidence I have in the individuals, and the firm.”
“Great result today. Just wanted to say thank you for your continued hard work in fighting our corner on this case. You have both been amazing. Michael incredible support and good ideas.”
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GSC Solicitors LLP
31-32 Ely Place, London EC1N 6TD
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