HCR Law Events

Harrison Clark Rickerbys helps company director right three wrongs

Adrian Holmes OBE is the founder and former CEO of ESG (Skills) Ltd, which helped people fulfil their potential through skills training. As the owner of a thriving business, Adrian thought he was in a privileged and fortunate position. But then he was the victim of three instances of unfair treatment. In each instance, Harrison Clark Rickerbys helped him successfully fight his corner.

Protecting a business unfairly put at risk

The first time Adrian’s world was shaken was when the Learning Skills Council, a government funding agency, told him it was withdrawing funding it had previously agreed. The decision put the business at risk because it would leave it £1.5m behind budget, with a funding deficit of £366,000.

Adrian had a strong case to show the reasons behind the decision were unjustified. He approached Richard Morgan, head of dispute resolution at Harrison Clark Rickerbys for help. Richard successfully argued that the Learning Skills Council was unlawful in withdrawing the funding. ESG was saved thanks to Adrian’s determination and Harrison Clark Rickerbys’ expertise.

But this wasn’t the end of the story.

Defending unreasonable action from the board

Just as things were starting to settle down, Adrian had another shock. His board wanted to dismiss him for breach of fiduciary duties. Once again, Adrian had a strong case in his defence. And once again Harrison Clark Rickerbys successfully challenged the dismissal in court.

The story didn’t end here either.

Taking action against an invalid notice

Unknown to Adrian, ESG’s majority shareholder and the other minority shareholders implemented a put and call option. A put and call option gives a majority shareholder the right to compel a minority shareholder to sell their shares to a third party buyer at an agreed price within an agreed period of time.

The first Adrian heard of this was when he received a drag along notice from the majority shareholder requiring him to sell his shares for 20 pence. A drag along notice is the exercise of the majority shareholder’s right to force the sale of another shareholder’s shares at an agreed price within an agreed period of time. They are used to force minority shareholders out of a business. Adrian hadn’t been involved in any discussions to agree the price of the shares and he hadn’t had any previous offers to buy them, so he knew the notice was invalid.

At mediation, Harrison Clark Rickerbys successfully negotiated a settlement. Adrian received a confidential sum to end the matter.

Richard Morgan, head of dispute resolution said:
“Adrian is a successful businessman with an exceptional track record of results and an impeccable reputation so he was understandably angry about the way he was mistreated in each of these incidents. We were happy to help him defend his reputation and uphold his rights.”

Adrian Holmes OBE said:
“If you are feeling like a ‘David’ and up against a ‘Goliath’ (but you feel strongly you are in the right), Harrison Clark Rickerbys will work with you to find a weakness in the opposition and deliver the knockout blow.”

Key contacts involved

Richard Morgan, Partner, Head of Dispute Resolution, Defence, Security and the Forces Sector

Dispute Resolution

Direct Dial: +44 3301 075 797
Mobile: +44 7890 304 469

Key services involved

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