The perils of email in boardroom disputes
Once upon a time, when there was no such thing as personal computers, directors communicated mostly by talking to each other. Occasionally they sent memos but more often than not these were consigned to the bin after reading. The advent of email has changed the way directors communicate and this has changed the landscape for boardroom disputes and shareholder disputes.
A key element of many shareholder disputes is establishing that a minority shareholder has suffered unfair prejudice (see my summary of the underlying law). Often this can consist of exclusion from management. Whereas once this might have been established by such mundane things as one shareholder changing the locks on the office and not giving the other the key, nowadays there tends to be a mass of emails to sift through which one side or the other says supports their position.
Something which if spoken would be considered a casual remark made in the heat of the moment and probably forgotten by all a day or so later can assume much greater importance when it is contained in an email and pored over by lawyers years later. Many a director and shareholder may live to regret an ill considered email fired off from their blackberry in the pub after a stressful day.
What email does is preserve in aspic things which would once have been considered trivial but in combination can show a state of mind or state of circumstances. By their nature emails lack emotional context (except those sent by irritating people who use “smileys” to indicate their mood or how an email should be interpreted). What might be seen as banter at the time can look like bullying when looked at later.
The moral of this story - it is good to talk (a) because email is a pretty lousy way of communicating anything really important anyway and (b) because there is much less likelihood of your words coming back to haunt you in the future.
Tags: Boardroom Disputes, shareholder dispute, Shareholders disputes
Boardroom Disputes | Ed Weeks | 
January 9, 2009 8:22 pm
Subscribe