Approach to costs
Solicitors at Humphreys & Co. always aim to approach
legal work in a financially-disciplined way. We offer
competitive rates. Our charging approach is both transparent
and geared to the options open to our clients. Our
solicitors generally charge by reference to time spent but
we can often agree fixed fees for specific work or in some
cases risk-adjusted funding structures.
|
Send us a summary of your circumstances and objectives for a quick response. |
|
 |
employment
Company shares
Solicitors able to
supply documents to help avoid
shareholder disputes & advise on
legal action for unfair prejudice
|
Solicitors here advise on
and supply documentation relating to the relationships
between shareholders in limited companies and conduct
litigation and arbitration arising from company disputes
between them.
Our solicitors are
experienced in Companies Court litigation for clients
located throughout the United Kingdom and
internationally.
Looking
ahead: shareholder agreements
It is often
prudent for shareholders to document the terms
of their agreement. This is often done by the
insertion of special provisions in the company's
articles of association or by a separate
agreement ("shareholders' agreement") between
shareholders or by a combination of the two.
Shareholders in private limited companies
address issues such as restrictions on the
transferability of their shares and the absence
of a market for sale of those shares, especially
if the shareholder is not in a controlling
position. A person acquiring shares in a private company
without obtaining control will prudently seek
special protection and rights to safeguard his
position.
We can produce for you a practical document covering both everyday and also many of the extraordinary issues that can arise out of limited companies.
|
Fixed charge package with
options and recommendations
|
Looking
back: unfair prejudice to the minority
Where the
affairs of a company can be demonstrated to have
been conducted by the majority shareholders in a
manner unfairly prejudicial to the minority
shareholders, a right of action for an
injunction and damages may be available by way
of application to the Companies Court.
Section 994(1) of the Companies Act 2006
provides:
“A member of a company may apply to the court
by petition for an order under this Part on
the ground-
(a) that the company’s affairs are being or
have been conducted in a manner that is
unfairly prejudicial to the interests of
members generally or of some part of its
members (including at least himself), or
(b) that an actual or proposed act or
omission of the company (including an act or
omission on its behalf) is or would be so
prejudicial.”
The remedial power available to the court under
section 996 of the 2006 Act is a verywide one.
Section 996 provides:
"(1) If the court is satisfied that a petition
under this Part is well founded, it may make
such order as it thinks fit for giving relief
in respect of the matters complained of.
(2) Without prejudice to the generality of
subsection (1), the court’s order may-
…
(e) provide for the purchase of the shares
of any members of the company by other
members or by the company itself and, in the
case of a purchase by the company itself,
the reduction of the company’s capital
accordingly."
|
What
does 'unfairly prejudicial' mean?
“In s 459
Parliament has chosen fairness as the criterion
by which the court must decide whether it has
jurisdiction to grant relief. It is clear from
the legislative history (which I discussed in Re
Saul D Harrison & Sons Plc [1995] 1 BCLC 14
at 17-20) that it chose this concept to free the
court from technical considerations of legal
right and to confer a wide power to do what
appeared just and equitable.
But this does not mean that the court can do
whatever the individual judge happens to think
fair. The concept of fairness must be applied
judicially and the content which it is given by
the courts must be based upon rational
principles. As Warner J said in Re J E Cade
& Son Ltd [1992] BCLC 213 at 227: ‘The court
… has a very wide discretion, but it does not
sit under a palm tree.’
Although fairness is a notion which can be
applied to all kinds of activities, its content
will depend upon the context in which it is
being used. Conduct which is perfectly fair
between competing businessmen may not be fair
between members of a family. In some sports it
may require, at best, observance of some rules,
in others (‘it’s not cricket’) it may be unfair
in some circumstances to take advantage of them.
All is said to be fair in love and war. So the
context and background are very important.
In the case of s 459, the background has the
following two features.
First, a company is in an association of persons
for an economic purpose, usually entered into
with legal advice and some degree of formality.
The terms of the association are contained in
the articles of association and sometimes in
collateral agreements between the shareholders.
Thus the manner in which the affairs of the
company may be conducted is closely regulated by
rules to which the shareholders have agreed.
Secondly, company law has developed seamlessly
from the law of partnership, which was treated
by equity, like the Roman societas, as a
contract of good faith. One of the traditional
roles of equity, as a separate jurisdiction, was
to restrain the exercise of strict legal rights
in certain relationships in which it considered
that this would be contrary to good faith.
These principles have, with appropriate
modification, been carried over into company
law.
The first of these two features leads to the
conclusion that a member of a company will not
ordinarily be entitled to complain of unfairness
unless there has been some breach of the terms
on which he agreed that the affairs of the
company should be conducted.
But the second leads to the conclusion that
there will be cases in which equitable
consideration make it unfair for those
conducting the affairs of the company to rely
upon their strict legal powers. Thus unfairness
may consist in a breach of the rules or in using
the rules in a manner which equity would regard
as contrary to good faith.”
O’Neill v Phillips [1999]
|
| Fixed charge package with
options and recommendations
|
|
|
|
Accessibility
We take instructions from UK & international clients. Our independent lawyers are available by email, telephone & fax. With central Bristol offices we are just 90 minutes from London by road or rail and 15 minutes from Bristol International Airport. We can travel to meetings if required.
|
Independent approach
We are an independent professional law firm here, not a legal factory turning out mass-produced products. In our experience, determined case-handling is more likely to produce effective results.
|
Turnaround time
Solicitors at Humphreys & Co. look to input not only
careful legal work and precision but also the determination
to keep matters moving. They aim to work in clients' real
interests with energy and pragmatism.
|
Communication skills
Solicitors at Humphreys & Co. always try to open up the
legal process by giving advice and explaining options to
clients in a concise and straightforward way, identifying
clear courses of action whatever the technical or legal
complexities of the subject. |
|
