Summer 2006 Newsletter
Content
Brave New World
Business Not Pleasure
Summertime Blues
All That Glitters...
Casting The Net
Trust Gordon?
It Ain't Over...
One In The Eye
Keep Your Nose Clean
Foreign Affairs
When Is A Car...
Don't Walk Away
Avoiding, The Issue
Brown Is Anti-PC
VAT's Up Doc?
Fuel's Gold
An Age-old Question?
That's Unfair!
Year In Year Out
How Hard To Try?
It's A Rip-Off!
Outlaws Win
Show Some Restraint
Not Our Problem
They Cannot Be Serious?
Merry-Go-Round
Pension Disappointments
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That's Unfair!
If you own more than 50% of a company, you can appoint the directors (e.g. yourself), so you can do pretty much what you like, can't you? Not quite. The law prohibits directors from carrying on the business in a way that is "unfairly prejudicial" to the minority shareholders. It's not something that goes to court very often - perhaps because the minority don't always know what the directors get up to, unless they take a keen interest in the annual accounts.
In a recent case, two men ran a company together. They fell out and agreed to go their separate ways. It was intended that one would buy the other out, but this fell through. The one who stayed in control of the company then sacked his ex-colleague and transferred some of the assets out of the company into a new business he had set up on his own. The court held that this was not acceptable, and issued orders to force the director to compensate his minority shareholder and to buy him out at a fair value.
If you run a company with outside shareholders, you have to consider their interests and make sure that you comply with all the company law requirements on reporting, meetings and votes. If you need help with that, we will be happy to advise you.
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