Boardroom conflict burns cash and trust. End it deliberately. Speak to Kestrel.
Director fights are rarely one dispute: the same person is often director, shareholder and employee, and each hat carries different rights and different removal mechanics. A director can be removed by ordinary shareholder resolution with special notice, but doing that without handling the shareholder and employment strands invites an unfair prejudice petition and an employment claim. Sequence beats speed.
Directors owe the company statutory duties: to act within their powers, promote the company's success, exercise independent judgement, avoid conflicts, and refuse benefits from third parties. A director diverting contracts, poaching staff or self-dealing breaches those duties and must account to the company for the gains.
Shareholders can remove a director by ordinary resolution with special notice, whatever the service agreement says. But removal does not touch their shares, may trigger employment rights, and in quasi-partnership companies can itself found unfair prejudice. The corporate step is easy; the consequences are where cases are lost.
Where the wrongdoer controls the board, the company's claim can be pursued by shareholders through a derivative claim with the court's permission, and interim relief can freeze the mischief. Meanwhile the innocent directors must mind their own duties: minutes, accounts and even-handedness are the armour.
Directorship, shares, employment contract, loans to or from the company. Each strand is listed with its own exit mechanics before anyone moves.
Bank mandates, access rights, key client contact. If funds are moving improperly, interim measures come before arguments.
Board minutes, emails, the diverted contract, the incorporation date of their new vehicle. Companies House often tells half the story.
Negotiate a full exit across all hats where possible: resignation, share transfer, settlement agreement, waivers. Where not, the removal and the claims run in a planned sequence.
Tell Kestrel what happened. Plain answers on the spot, any hour, and a booked call with a lawyer if you want one.
Speak to Kestrel nowBreach of duty claims generally carry six years, but interim relief for ongoing diversion is measured in days. Employment strands keep the three-month tribunal clock. Sequence within those windows.
This sits in our Corporate, partnership & shareholder practice. The machine builds the file; these lawyers do the law.
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That breaches the conflict and success duties, and the company can claim the profits, not just losses. Freeze what can be frozen, gather the record, then confront with remedies attached.
Shareholders can, by ordinary resolution with special notice. Whether you should this week depends on his shares, his employment rights and any shareholders' agreement. Removal done naked often costs more than it saves.
The classic tangle. Each hat needs its own exit: office, equity, employment. A single negotiated settlement across all three is nearly always cheaper than three fights.
Directors on both sides keep their duties throughout the fight. Even-handed conduct, minuted decisions and clean accounts protect you; retaliatory self-help creates claims against you.
Any hour. Plain answers, a fixed quote in writing, and a named solicitor by 9:00.
Speak to Kestrel