Expert Witness Services & Directors’ Disputes

At Fitzwilliam Corporate, we provide expert witness services to support the Court, arbitration, mediation, and other dispute resolution processes. Our team comprises specialists in taxation calculations, corporate finance, loss of earnings assessments, and corporate governance, delivering thorough and independent expert witness reports.

Our Expertise

Shareholder Disputes

We assist in disputes between shareholders, offering impartial reports on valuation and financial matters.

Commercial Disputes

We offer detailed analysis and testimony in disputes involving commercial transactions, contracts, and business practices.

Business Sale Disputes

Our team provides expert evaluations in conflicts arising from the sale or purchase of businesses.

Business Interruption

We evaluate the impact of business interruptions on financial performance and provide expert opinions on resulting losses.

Directors’ Disputes

Disputes among directors or between directors and shareholders can often blend commercial and legal rights and remedies. Directors frequently occupy multiple roles within a company, such as being a shareholder and an employee, which can complicate disputes. Effective resolution typically requires a coordinated approach that addresses these various roles to achieve a swift resolution.

Removing a Director

To remove a director from the board, a specific process must be followed, securing the necessary majority of shareholders. Directors who are also shareholders may resist removal due to its potential impact on their shareholder interests. A shareholders’ meeting must be convened with at least 21 days’ notice given to all members and the director in question. A resolution to remove the director must be passed by shareholders holding more than 50% of the issued share capital. Additionally, all documentation related to the meeting and the resolution must be recorded and filed with the Company’s Registration Office.

Terminating a Director’s Employment

Even after removal from the board, a director may still be an employee and hold shares in the company. Terminating their employment involves adhering to standard employment rights and procedures, including:

Suspension: Placing the director on full pay pending investigation, accompanied by a detailed letter outlining the investigation and potential disciplinary actions.
Disciplinary Hearing: Conducting a formal hearing to address the issues.
Sanction: Imposing penalties, which may include dismissal.
Appeal: Allowing the director to appeal the decision.

Proper execution of these steps is crucial to avoid claims for wrongful or unfair dismissal and potential shareholder disputes under the Companies Act 2014.

Recovering the Director’s Shares

Post-removal, the handling of a director’s shares must be addressed. Without explicit provisions in the service contract or shareholders’ agreement, reclaiming shares can be challenging. If a shareholders’ agreement exists, it should outline the terms for dealing with shares of departing directors. In the absence of such provisions, negotiations are necessary to resolve share ownership issues.

Corporate Governance Under the Companies Act 2014

The Companies Act 2014 introduced significant changes to Irish company law, including:

Directors’ Duties: Codification of common law fiduciary duties alongside existing statutory obligations.
Compliance Statements: PLCs and large private companies must include compliance statements in annual accounts.
Disclosure of Interests: Directors are exempted from disclosing small shareholdings (less than 1%).
Directors’ Addresses: Non-publication of residential addresses for security reasons.
Company Secretary: Ensuring the company secretary possesses the necessary skills and resources.
Annual General Meetings (AGMs): AGMs are now optional for LTDs and single-member DACs; written resolutions can replace AGMs.
Majority Written Resolutions: Introduction of new mechanisms for passing resolutions.
Serious Loss of Capital: Private companies no longer require extraordinary general meetings for serious losses of capital, though PLCs must still do so.

Contact Us

If you need independent expert opinions or support with director disputes or corporate governance issues, please contact us at cormac@fitzcorpinsol.ie or call 01-2135910. Our experienced team is here to provide tailored advice and support to meet your needs.

Testimonials

"Fitzwilliam Corporate guided us through a complex shareholder exit with expert valuations and smooth transition support. Their strategic plan review provided valuable insights, boosting our confidence for future growth."

"Fitzwilliam Corporate has been invaluable in helping us with our challenges. Their strategic advice has been key to the growth of our business."

"We’ve worked with Fitzwilliam Corporate on multiple projects. They’re responsive, knowledgeable, and understand our business goals, providing real value in Audit, Tax, and Business Advisory."

"Fitzwilliam Corporate, led by Cormac Mohan, has been a great partner. They bring both commercial focus and technical expertise, making them a great choice for growing businesses."