A group of former senior executives of a listed company were invited to invest, through a dedicated unlisted vehicle, in their employer's shares, with a contractual lock-up period initially limited to eight years. Shortly before this period was set to expire, the chairman of the investment vehicle—who also serves as CEO of the listed company—convened a general meeting to unilaterally postpone the implementation of the exit mechanism by an additional eight years. The resolution was passed with the support of current employee-shareholders, but without the unanimous consent of all shareholders. According to the claimants, this decision deprived minority investors of an effective exit right, in breach of the representations and commitments made at the time of their entry into the structure.
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Representation of minority shareholders in a complex governance dispute involving a listed company and its investment vehicle (2023–2024)
Action to annul resolutions on behalf of minority shareholders of an investment vehicle tied to a listed company, after their lock-up period was unilaterally extended, depriving them of an effective exit right.
Background
Experience
We act for several minority shareholders in litigation seeking to annul the contested resolutions. The case involves a wide range of issues, including corporate law, securities regulation, shareholder rights, financing arrangements, and civil litigation. It demonstrates our ability to deliver multidisciplinary legal strategies in high-stakes shareholder disputes involving governance imbalances and liquidity constraints. The transactional background of certain team members enhances our capacity to critically assess and challenge complex legal and financial structures.
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