commercial disputes

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	cross border disputes		Unfortunately, commercial life brings with it the potential for disputes to arise. The world of technology carries myriad scope for disputes and litigation. Our specialist litigators are therefore deeply familiar with such disputes and advise on a diverse range of disputes arising from commercial life, and the world of technology particularly, such as trade mark and patent infringement cases, domain name disputes and IP licence cases. Our lawyers regularly advise on issues dealt with by intellectual property office registries and have proven expertise in advising on disputes in the High Court (notably the Chancery and Technology and Construction Divisions), County Courts, University Courts and other tribunals. A major part of our contentious work is to advise and represent clients in regulatory and disciplinary proceedings. This brings together our extensive knowledge of corporate law, strategy and governance with our litigators’ expertise in disputes and their resolution. Our dispute-resolution lawyers advise on the following: contractual remedies including rights of rescission, repudiation, interlocutory relief and damages generally; shareholder disputes and unfair prejudice claims; directors' disputes, corporate governance issues and disputes between companies and shareholders and claims arising from breaches of fiduciary duties; claims based in the law of negligence; and property related disputes. As lawyers, we always strive to equip our clients with the best possible legal agreements and our litigation lawyers have extensive input into our drafting processes. This strengthens our clients’ commercial position by maximising their prospects of success in the event that a dispute arises.
	dispute resolution
	derivative claims
	mediation, arbitration & ADR
	partnership disputes
	risk mitigation
	shareholder disputes
	shareholder rights & meetings

cross border disputes

Our lawyers advise our UK-based and international clients on cross-border disputes and we are accustomed to working with overseas counsel as part of a broad case management strategy.

dispute resolution
In modern litigation, extrajudicial processes such as mediation, arbitration and ADR play an important role. They have enjoyed increasing usage as a result of the perceived advantages of case-flexibility, costs control and speed. At White & Black, we see these techniques as an integral part of the dispute resolution procedure, alongside conventional civil and regulatory litigation and old-fashioned negotiation and bargaining.

We strongly believe that our clients benefit from our sector knowledge, notably in technology and corporate finance, and from our lawyers' commercial judgment. Lawyers at White & Black Legal are familiar with these methods of dispute resolution and regularly advise on them in practice. We are able to advise on:

mediation and in particular the CEDR model documents and procedures;
resolution of sporting disputes through Sport Resolutions and others; and
dispute resolution in general civil and regulatory proceedings.

We work with our clients to formulate a suitable case management strategy having regard to their overall financial and commercial objectives.

derivative claims

We also advise on the use of derivative claims under the Companies Act 2006. Such claims can be brought against a company director of the company or a third party for negligence, default breach of duty and breach of trust. The relevant parts of the Companies Act, 2006 came into force on 1 October 2007 and adopts the recommendation of the Law Commission that there should be a "new derivative procedure with more modern, flexible and accessible criteria for determining whether a shareholder can pursue an action." The Companies Act 2006 Act sets out a wide range of circumstances in which a derivative action may be brought by a shareholder (which is certainly broader than under the previous common law). In particular, a claim may now be brought even if a director has not benefited personally from his / her breach of duty and it is not necessary to show that a director(s) control a majority of the company's shares. The process involves 2 stages:

stage 1 - the shareholder must demonstrate, by evidence, a ‘prima facie’ case to the Court in order to bring a derivative claim (which is considered by the Court without evidence from the defendant);

stage 2 - The court may require evidence to be provided by the company (prior to the start of the substantive action).

The Companies Act 2006 has also placed directors’ duties on a new, statutory footing. These include duties to promote the success of the company, to avoid conflicts of interest and not to accept benefits from third parties. A material breach of these duties is actionable by shareholders.

mediation, arbitration & ADR

In today’s world of intensive case management, mediation, arbitration and ADR are regularly used as an alternative to, or preliminary step before, the Courts. We are well versed in the use of these methods of dispute resolution and advise on their use. We do so as part of our work with clients in evaluating and formulating a suitable strategy based on the merits of their case, their commercial objectives and the financial resources which they wish to devote to the dispute.

partnership disputes

Partnerships and LLPs are almost always tightly-knit businesses (emotionally as well as financially) and, if problems arise, they can be magnified by the very personal nature of the business relationship. If something goes wrong, it’s vital that it is resolved speedily and decisively if it’s not to become a drain on the business and its resources, but it’s rarely sensible for those involved in the dispute to try to sort out the problem themselves. In the context of a business founded on a strong personal relationship between the partners, it’s important to have a lawyer who not only understands the detailed mechanics of partnership law but who also can handle the negotiations delicately.

The lawyers at White & Black have advised across the full range of partnerships and LLPs, including architects, surveyors, medical practitioners, publishers and even other solicitors. We try to resolve disputes by negotiation and we have a reputation for finding practical solutions which, wherever possible, minimise the damage and disruption to the partnership’s business.

risk mitigation
Our clients often turn to us to assist them in managing and mitigating risk in their businesses, frequently as part of their overall corporate strategy. Our expertise in dispute resolution and contract and commercial law generally enables us to help manage risk for clients in fields such as anti-money laundering, product liability, licensing corporate governance, guarantees. In fact, we find that our experience in, and knowledge of, the law enables us to enhance the way in which our clients do business by controlling risk and maximising their up-side.

Disputes can arise at shareholder level for a number of reasons but the effective resolution of such disputes always requires an extensive knowledge of corporate law and in particular the law relating to company meetings and procedure. Board meetings and general meetings often have to be convened, resolutions proposed and tactics deployed to take advantage of the law around voting (eg the use of proxies), alternate directors, class rights and so forth. This is where our specialist knowledge of company law becomes so valuable to our clients.

Such disputes arise in a variety of situations, including:

Conflict of interest and related party transactions;
Non-payment of dividends;
The provision of information to shareholders;
Exclusion from meetings
Non-compliance with Investment Agreements, Shareholders agreements and Collaboration Agreements;
Directors’ misfeasance and breach of duty.

At White & Black, we are able to advise on so-called “unfair prejudice” actions. These are claims that a company’s affairs have been managed in a way that is unfairly prejudicial to shareholders. In such situations, the Court has extensive powers (under s. 994 Companies Act 2006) to make various orders including an order for the mandatory purchase of a shareholder’s shares. These actions are often highly complex and time consuming and we always look to explore negotiated alternatives with our clients. We also advise our clients on the potential to seek an order under the Insolvency Act 1986 to have a company wound-up on the ground that this is “just and equitable”.

We also advise partners of LLP, LPs (under the 1907 Act) and unregistered partnerships on their rights in relation to disputes with co-partners.

shareholder rights & meetings
White & Black advises shareholders, companies and directors on all aspects of shareholders’ rights and meetings, including:

the adoption and content of articles of association and shareholders’ agreements;
disputes between shareholders;
the calling and holding of valid general meetings and the resolutions required to be passed at them;
the passing of valid written resolutions;
minority shareholder rights;
unfair prejudice claims;
maintenance of statutory registers;
the corporate law aspects of declaring and paying dividends;
ultra vires acts and the ratification of directors’ actions;
the corporate law aspects of share valuations;
appointment and removal of directors and other company officers; and
the reduction and return of capital to shareholders.

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commercial disputes