Shareholder disagreements

Article

Shareholder disagreements

Dispute Services

Enterprises with multiple investors tend to be prone to disputes, especially those fueled by divergent interests of shareholders when:

  • either a majority or minority shareholder considers the acts or omissions by other shareholders to be value-destroying;
  • a majority shareholder plans a squeeze-out of minority shareholders or is forced into a reverse squeeze-out procedure;
  • a majority shareholder is restricted from taking certain strategic decisions due to a blocking power of the minority interest;
  • a minority shareholder challenges the buyout or squeeze-out price offered by a majority;
  • a strategic shareholder wishes to conduct a divestment; and
  • the shareholders face the issue of succession.

In response to the challenges of shareholder disagreements, we offer our Clients an effective application of our industry and technical skills to specific circumstances, whether estimating the impact of any value-destroying actions or valuing equity shareholdings.

Type of dispute: Shareholder disagreements

Type of proceedings: Litigation

Our role: Party-appointed expert

Industry: Financial Services

Our services: Review of damages quantification submitted by a global investment fund (Claimant) and a former shareholder of one of the leading insurance groups in CEE (Respondent) alleging lost profits due to the lack of dividend payment. Preparation of two rebuttal reports for the Respondent.

Type of dispute: Shareholder disagreements, Non-performing contracts

Type of proceedings: Arbitration

Our role: Tribunal-appointed expert

Industry: Construction & Infrastructure

Our services: Assistance to Beirut-based tribunal in an international arbitration administered under the rules of arbitration of the International Court of Arbitration of the International Chamber of Commerce between two Lebanese construction groups over the operations of their joint venture established to construct several luxurious apartment blocks in a high-profile district of Doha, Qatar. Preparation of an expert report on accounting for the results of the operations of the JV and provision of oral testimony during a hearing in Beirut.

Type of dispute: Shareholder disagreements, Post M&A disputes, Accounting malpractice

Type of proceedings: Litigation

Our role: Party-appointed expert

Industry: Construction & Infrastructure

Our services: Analysis of selected financial aspects of the operations of a construction company being subject to M&A transaction in the dispute brought by the buyer - a Polish construction group (Claimant) - concerning the execution of a put option (granted to the founder and former president of the management board) for a minority stake in the company (Respondent). The majority shareholder refused to accept the execution of the put option on the grounds of alleged accounting malpractice leading to the overstatement of purchase price by the previous owner.

Preparation of several comprehensive expert reports for the Respondent, which included i.a.: (i) review of market practices of accounting for construction contracts, (ii) commentary on valuation-related aspects of the target’s shares, (iii) challenging the factual findings of Claimant’s investigation based on an extensive review of voluminous documentation.

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