Company & Partnership

Our members appear in a wide range of matters relating to the governance of businesses, including companies, partnerships, LLPs and LPs, and joint ventures.

Shareholder Disputes: we are regularly advising and acting in relation to disputes under shareholder agreements and in unfair prejudice petitions on grounds including exclusion from management, dilution, excessive remuneration, depressed dividends, management misconduct, breach of fiduciary duties, derivative claims and diversion of assets.  Recent cases have involved disputes in companies in the software, financial services, construction, property development, and industrial plastics sectors. Many of those cases have involved interim injunctive relief.

Partnership disputes: we advise and appear in disputes regarding partnership agreements, capital contributions, exclusions, partnership termination, retirement provisions, profit share, discrimination and restraint of trade issues..

LP and LLP Membership disputes: we have a ready familiarity with the developing law on LLPs.  Some of our recent cases include acting for the former head of a private equity fund in a claim for lost carry/investment gain; acting for a departing member of a hedge fund management company in claims for unpaid profit share; advising a departing partner in various English LPs and Scots carried interest partner LPs on complex leaver provisions and restrictive covenants; and, in a case decided in a confidential arbitration, the scope of application of the doctrine of repudiation to LLPs was examined, in particular the extent to which an LLP member was released from post-termination restrictions. We have also acted in a professional negligence case which involved allegations of negligent advice by a solicitor in relation to LLPs: Farnon v Devonshires Solicitors [2011] EWHC 3167 (QB).

Joint Ventures: examples of some of the cases in which we have recently acted include: a dispute between joint venturers about undistributed profits in a JV vehicle upon the operation of a Change of Control clause; a claim on a business sale guarantee arising from the termination of a joint venture; and Tethyan Copper Company Pty v Government of Balochistan (ICC Case No. 18347/VRO/AGF), a dispute under a joint venture contract in relation to the refusal of a mining licence over copper and gold deposits at Reko Diq, Pakistan.

Offshore Structures: we have been involved in cases for or about the constitution and effectiveness of offshore structures including hybrid companies, trusts, anstalts, and stiftungs.

Duties of Management: we regularly advise on and litigate duties owed to companies by directors and senior executives, the duties of partners inter se and the duties of LLP members to the LLP and to each other.