Strategic advice in shareholder disputes
Whether you come to us prior to- or after a shareholder dispute has broken out, it is very important, first of all, for us to review the articles of association as well as any shareholders’ agreements of all of the companies involved. By inspecting the electronic companies register, which we can do from our offices, we can achieve a better understanding of the company law situation.
The next step involves you explaining to us, in detail, the causes and the background to the shareholder dispute in question. During this meeting, you should also communicate your expectations:
- Do you expect a review of your contract(s), in order to become aware of your position and your rights?
- Are you looking to be advised in the background, or to make use of our coaching before negotiations with other shareholders or in advance of general meetings?
- Should we take part in negotiations or general meetings of the shareholders alongside you or instead of you (on your behalf)?
- Do you want to be informed of your rights in order to compare your situation to that of other shareholders?
- Do you want to enforce your rights regardless of the consequences?
In other words, we will present all of the options to you and you can decide whether you would prefer us to pursue your case aggressively or more moderately.
Once all of these matters have been clarified, we will work out the strategy with you, and possibly some alternative scenarios, which can include:
- Amendment of the articles of association and the rules of procedure,
- Inspection of the books,
- Convening a meeting of the shareholders, and
- Action to annull a shareholder resolution
It is also crucial, whether the other (opposing) shareholders have also sought legal advice and have developed their own strategy. Generally speaking, the shareholder who seeks legal advice first can act, whilst those who seek legal advice later can only passively react.
Alexander Singer’s book “GESELLSCHAFTERSTREIT vermeiden oder gewinnen” (“SHAREHOLDER DISPUTES prevent or win”) was published by Manz in 2010.