Boardroom disputes are where company law is most procedural and most personal at once: the statute prescribes exactly how directors are appointed, removed and bound to act — and the fight is usually between people who used to be friends. The side that runs the machinery correctly almost always wins; the side that improvises supplies the evidence.
The Recurring Battles
- Removal: the statutory procedure run correctly — or defended against when it wasn’t: removing a director, properly;
- The removal that’s really a squeeze-out: where the director is also a shareholder, the board fight is usually the opening move of a shareholder dispute — and should be answered as one;
- 50/50 deadlock: the drafted mechanisms if they exist, the negotiated exit if they don’t, and the court’s heavy machinery as the backstop nobody wants: deadlock options;
- Duty conflicts: section 228’s codified standards applied to the director competing, self-dealing or freelancing: duties in plain English;
- Boards in troubled companies: where the dispute meets creditor-facing duties and personal exposure — run alongside the exposure practice.
The Method: Paper the Board
Whichever side you are on, the same discipline decides it: meetings properly convened, notice given, quorums honoured; positions minuted — the objection recorded contemporaneously outweighs the recollection sworn later; authority respected — act within what the board delegated, and challenge what exceeded it in writing; and the endgame chosen early. Because the endgame is rarely a reformed board: it is a restructured register — someone exits, at a price. Mediation reaches that price faster and cheaper than affidavits in most cases, and the file is run toward it from week one, with proceedings prepared as the backstop that makes the mediation honest.
A Board at War - or Frozen Solid?
Bring the constitution and the last six months of correspondence. One call maps the machinery, the exposure and the exit.
Call 01 5827148