Corporate disputes

Introduction to corporate disputes

There is vast potential for disputes to arise within a corporate context. Included within this subtopic is practical guidance and/or an overview of some of the issues pertinent to claims involving:

  1. directors

  2. agents

  3. shareholders, in particular, guidance is provided on:

    1. unfair prejudice claims

    2. petitions to wind up on the just and equitable ground, and

    3. derivative claims

In terms of relief for minority shareholders, bringing an unfair prejudice petition is the primary route available, but each of the three shareholder actions listed above can be in effect deployed as a means to achieve proper value for a member in respect of their shares.

The rule against reflective loss and the following common corporate dispute scenarios are also addressed in this subtopic:

  1. joint venture disputes

  2. breach of warranty claims

Directors

Tasked with managing the day-to-day business, a large number of corporate disputes will involve company directors.

Typically directors of companies benefit from a limited liability status, where they are able to trade and enter into arrangements on their company’s behalf while being personally

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The English Court’s powers to issue injunctive reliefs aimed at preserving arbitral confidentiality. (A Corporation v Firm B and another)

Arbitration analysis: This case arises from the claimant’s application for interim injunctive reliefs (the ‘Application’) seeking, among others, to restrain the first defendant (‘Firm B’), including any of its branches from (i) acting for Corporation C in an ongoing arbitration against Corporation D (the ‘Second Arbitration’); and (ii) providing any confidential information from a previous arbitration between the Claimant and Corporation B (the ‘First Arbitration’), to Corporation C. In determining the Application, the Court considered the principles governing the grant of interim reliefs as established in American Cyanamid v Ethicon Ltd. The court also considered the boundaries of arbitral confidentiality by considering what documents and information the obligation of arbitral confidentiality covers, and the relevant exceptions to this obligation. The court concluded that the claimant was not entitled to the requested reliefs. After examining the claimant's allegations of breaches of arbitral confidentiality, the court found no breach, except for some limited settlement information from the First Arbitration. The court was also not persuaded that there was a real risk of confidential information being transferred between Firm B’s London and Asia offices. Consequently, the court decided that granting the injunction would significantly prejudice Firm B and Corporation C, while not granting it would cause no prejudice to the claimant and only minimal prejudice to Corporation D. Written by Dr. Ademola Bamgbose, solicitor advocate and senior associate at Hogan Lovells, London and IfeOluwa Alabi, associate at Hogan Lovells, London.

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