Phew - it is 3 months since I last posted anything on the subject of boardroom bust ups and shareholder disputes. Too busy with my sleeves rolled up fighting battles on behalf of beleaguered clients!
Here are some things I learned in 2012 about shareholder disputes.
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The basic rule in relation to a board of directors of a company is that they must act collectively. In other words, decisions must be made on the basis of majority rule. In most companies the strict application of this rule is not practical as this would stifle the day to day management of the company. For this reason powers are often delegated to particular board members (or senior managers). Often wide-ranging powers are delegated to the Chairman or Managing Director. However, you should not assume that a person using either of these titles actually possesses such powers, it is by no means automatic.
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My previous post on the 2011 series of the Apprentice proved fairly accurate from the point of view of the characters we were likely to meet. It was however wrong in one important respect!
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The must see TV programme for afficionados of boardroom bust ups returns to our screens shortly. It can only be the Apprentice.
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For those looking for a more detailed analysis of some of the issues touched upon this blog I recommend the Boardroom Disputes - Practical Legal Issues Conference 2011. The conference is organised by CLT and takes place on 18 May 2011 in London.
My recommendation has everything to do with the fact that I am one of the speakers at the conference!
The directors have come out as the initial victors in this boardroom battle (see previous post for details). It had emerged that in an attempt to block the sale, the shareholders George Gillett and Tom Hicks had exercised their shareholders rights by removing two of the directors. The High Court has found that this was in breach of undertakings given to RBS (who seem to have played the leading part in the court hearing) and awarded an injunction allowing the board to be reconvened to pursue the sale.
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The announcement by the board of Liverpool FC of a proposed sale of the club against the wishes of the current American owners raises some interesting issues. The sale looks like it will barely cover the club’s indebtedness and leave the shareholders little to show for their investment. What are the rights of shareholders in this situation and what are the powers of the directors?
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A company’s accountants and auditors often play a key role in the business of smaller companies, acting as general advisers to the directors. This can lead to problems in the event of a shareholder dispute or boardoom battle.
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In an article in the FT Michael Kavanagh discusses the current challenges facing non-executive directors (with a few quotes from yours truly).
Click here to read the article.
The UK cabinet is the most powerful boardroom in the UK. Like all boardrooms it can be be the venue for bitter infighting as the recent attempted coup by Messrs Hoon and Hewitt neatly illustrates.
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Boardroom Disputes, Shareholders disputes | Ed Weeks | 
January 4, 2013 9:52 am | 
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