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Lewis Nedas Law are London-based solicitors, frequently rated in both Chambers UK and The Legal 500. With over 30 years’ experience as specialist solicitors in central London, UK, we can help you or your business today. Tel: 020 7387 2032.
MAR
27

How can Minority Shareholders Take Action?

Every shareholder has basic rights bestowed on them by the Companies Act 2006. But minority shareholders have limited control over the management of the company or how it distributes its profits. This does not mean, though, that they are completely powerless. A minority shareholder can take various actions to protect their interests, including through the courts. A major way to enhance the rights of minority shareholders is via the articles or shareholder agreements. To offer the most protection this should be done before the shares are acquired.

Enhancing Basic Shareholder Rights

The Companies Act 2006 details the basic rights of a shareholder, which are dependent on the percentage size of the shareholding, ranging between 5%, 10%, 25%, 50%, 75% and 90%. Minority shareholders’ rights can be offered increased protection by adapting the standard articles or shareholders' agreement, which have limited minority shareholder rights.

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MAR
27

The Advantages and Disadvantages of Share Capital

There are various ways to raise capital for a company. The company can use debt capital to fund a business (such as a bank loan) or it can raise equity capital by the sale of shares in the business. This can be more appealing and/or appropriate than other methods, but it raises further issues on the business that must be considered.

Advantages of Share Capital

One of the attractions of raising capital via the sale of shares is that the company does not have repayment requirements for the initial investment or for interest payments. This can make it more appealing than other forms, such as bank loans and bonds, that are debts of the company. Debts require the company to make payments at regular intervals in relation to interest, as well as eventually repaying the initial amount that was borrowed. Any shares sold can require a distribution of profits as a dividend but these can be halted if necessary. Therefore, the business is given more flexibility over its finances.

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MAR
27

The Importance of Due Diligence and Disclosure

Why is due diligence and disclosure so important? The disclosure letter is one of the most significant documents in a sale of a business or shares and has major consequences for both the seller and the buyer. It has long-lasting importance to the deal and can have far-reaching consequences. Due diligence is assisting the buyer in determining that what they are actually buying is what they expect and at the same time protecting the seller from any future legal ramifications.

For the seller, correct due diligence and disclosure will give them valuable protection in the future if the buyer tries to bring a misrepresentation claim after the sale. For the buyer, due diligence and disclosure are vital and can either reassure the buyer about the key issues about the sale, or if a problem is revealed, can be used as a bargaining tool where the buyer can:

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278 Hits
MAR
27

Conflict of interest" in Relation to Directors' Duties under the Companies Act 2006

The law on conflicts of interest in relation to directors was codified in the Companies Act 2006. Under this legislation, directors must ensure they avoid situations where any interest that they have conflicts (or possibly conflicts) with the interests of the business.

Directors of a board have a duty to act objectively and make decisions that are based on the best interests of the business. Section 175 of the Act covers the duty to avoid a conflict of interest, and states that "a director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company". The duty applies in particular to the exploitation of any property, information or opportunity and it is immaterial whether or not the company could actually take advantage of this property, information or opportunity.

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227 Hits
MAR
15

More successful results for Lewis Nedas Law Criminal and Fraud defence lawyers

  1. police interviewThe Reilly brothers secure yet another acquittal in the Crown Court: James Reilly (advocate) and Sean Reilly (solicitor with conduct) represented a man of good character, accused of committing an offence of indecent exposure in a public place in the presence of an 11 yr old child. Our client denied the offence throughout, giving a full and credible explanation when interviewed by police, who nevertheless decided to prosecute. He was robustly defended by the Reilly’s, who meticulously prepared his defence, and was acquitted by the jury after a short deliberation;

  2. Success in the Court of Appeal: James Reilly (advocate) and Unan Choudhury (solicitor with conduct) successfully represented an individual who was originally sentenced to a term of imprisonment of 4.5 years, however, after hearing his appeal it was reduced to 2.5 years.

  3. Siobhain Egan successfully represented a banker accused of rape: Our client was invited in for a voluntary interview with police. He arranged to see Siobhain beforehand, who carefully went through his instructions that all sexual activity was consensual. Wary of the recently highlighted issues concerning evidential disclosure, Siobhain went through his texts, emails, WhatsApp/Instagram photographs and tracked his use of Uber taxis that evening, which substantiated his defence and identified potential witnesses together with CCTV cameras and more. 

    When interviewed, and before he handed his only phone to Police, it was disclosed to the officer that this material was in the phone and he was carefully taken through that material. After considering the material, the investigation was quickly determined and no further action was taken.

    This was an exceptionally stressful experience for our client, who is a man of good character and who had never been interviewed by Police before this incident. It also emphasizes the need for thorough, pro active and diligent defence preparation before Police interview, and the importance of analysing material on phones/social media to support the clients defence, which could then be raised in interview. Not every client is going to have this opportunity.

    If arrested, the police would normally take the arrestees phone on the spot, and it is not always possible to think clearly or remember accurately, all communication which may have passed between the individuals involved, mid arrest. It does show the importance of having a reputable, pro active defence lawyer who should make a point of asking the arrestee, as soon as possible, whether there is any material on a phone/social media/app, which could assist the defence and undermine the Prosecution case against the arrestee. Otherwise, it presents tremendous difficulties for a criminal defendant and leads to complex legal issues concerning disclosure, ploughing through thousands of pieces of correspondence and a likely remand in custody before trial.

  4. Siobhain also represented an accountant who was suspected and investigated for a criminal offence of dishonesty and fraud: After robust submissions were made, the matter was discontinued.

  5. Fare Evasion success for Tom McLaughlin and LNL client: We were instructed by a trainee professional who had been investigated by a private prosecutions team working for/with a major rail company concerning a potential prosecution for fare evasion. It was obvious from the clients instructions that s/he had important issues to raise with the rail company’s prosecutors, and we wrote a detailed multi page letter explaining the situation, 7 months ago. The Prosecutors did not reply to that or other subsequent chasing letters. When we complained to the Court, they too failed to receive any response from the Prosecutors. 

    It was impossible to be put through to any lawyers in that department, because as we later found out from the rail company’s unhelpful Customer Services Department, there are not any lawyers or indeed anyone to speak to in the Prosecution team! Eventually the matter was listed for trial at the Magistrates Court and Tom McLaughlin, one of our excellent defence solicitors, attended court and explained the situation, and the case was dropped by the presenting prosecutor! Had anybody bothered to read the correspondence in this case when it was received, the whole situation could have been avoided. 

    This raises important issues about the dangers of Private Prosecutors bringing criminal prosecutions. There is no consistency in approach, they work completely unaware of their duties pursuant to the Code for Prosecutors and their duties of disclosure/to review the decision to prosecute throughout the process.

  

If you are facing a criminal prosecution (private or state) and need advice and assistance, please contact us. You can do by telephone on 02073872032 or, use our enquiry form at www.lewisnedas.co.uk

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