Company, LLP & Partnership

Lisa Linklater K.C. is a leading silk; a company barrister with an established national reputation for her expertise, advocacy, advice and strategic excellence in company, LLP and partnership matters, particularly shareholder disputes, claims against directors and claims arising from share or business sales, in which she has specialised for over 25 years. She is valued for working closely with clients and instructing solicitors to effectively advance her clients’ commercial and personal objectives.

Both Chambers and Partners UK Bar 2024 and Legal 500 UK Bar 2024 recommend Lisa as a Band 1 silk in this field of practice, recognising the strength of Lisa’s advocacy and expertise.

Lisa’s practice in this field is often high value and with complex legal, factual or valuation issues.

Lisa’s significant experience and expertise as lead trial Counsel in the Business and Property Courts of the High Court of Justice and in the Court of Appeal underpins the strength of her oral and written advocacy and strategic excellence at all stages of disputes in this field. While a substantial part of Lisa’s work is in the Business and Property Courts of Leeds, Manchester, Liverpool and Newcastle, Lisa is also regularly instructed in cases in London, Birmingham and Bristol. Lisa takes cases from across England and Wales.

Shareholder Disputes

Lisa has an outstanding reputation and practice in shareholder disputes. Legal 500 UK Bar 2024 notes that “Lisa’s knowledge of shareholder disputes and the law on unfair prejudice is outstanding. A strategically astute silk.” Recent clients also praise the high quality of Lisa’s service and client care. For example, a client Lisa successfully represented in a shareholder dispute that concluded in 2023 stated “Lisa provided a great service and her insight into the case was very helpful. Her communication was always prompt.”

Lisa is currently instructed in respect of a number of shareholder disputes involving minority shareholdings valued at over £10 million, complex group structures, allegations of fraud, shares held on discretionary trust and with connected claims involving substantial commercial and residential property portfolios.

Lisa has vast experience of advising in respect of disputes within SMEs employing up to 120 people and with annual turnover of up to £20 million in a wide range of sectors. She is currently acting in respect of a family business company in the manufacturing sector, founded over 50 years ago and a company in a new market in the technology sector. Further current instructions in shareholder disputes include acting for Petitioners and Respondents under s994 Companies Act 2006 in respect of privately owned companies in a niche agricultural services supplier, a substantial online pet supplies retailer, a property holding company whose assets include a retail park, a company in an established market in the technology sector and a Michelin starred restaurant. The companies involved are based throughout England and Wales and concern shareholders within the United Kingdom and overseas, many of whom are high net worth individuals. Lisa is recognised for taking time to understand clients’ objectives and businesses in order to provide tailored advice and strategy, as well as clear, succinct and effective advocacy. Lisa’s advice in this technical area is practical, creative, commercial and accessible.

Lisa is adept in advocacy and strategy relating to the value of shares in privately owned companies, including minority shareholder discounts; she is sharp in analysing share valuation reports. Added to this, as recognised by Chambers and Partners 2023 “Lisa is hands on in getting to know the client’s business”. Lisa has considerable experience of cross-examining forensic accountants and share valuers. Taken together, these skills and expertise help Lisa to secure her clients’ commercial objectives.

Lisa is very well versed in articles of association (bespoke, Table A 1948, Table A 1985 and the Model Articles) and different types of shareholder agreements and is skilful in deploying the Companies Act 2006 in shareholder disputes. This enables her to navigate the best way forward for her clients in shareholder disputes. She frequently gives strategic advice on exit strategies flowing from corporate documentation.

Lisa has considerable expertise in all issues relating to and arising from quasi-partnerships, which often arise where there is a relationship between shareholders involving mutual confidence. Lisa understands the wider personal issues that arise in such disputes and also how best to deploy or deflect the existence of a quasi-partnership.

Lisa works closely with instructing solicitors in commercial dispute resolution in regional, national and international law firms, as well as with corporate, employment, private client, tax and matrimonial departments. Taking a holistic approach to achieving commercial outcomes for her clients, Lisa also frequently works with the tax advisors and accountants of clients.

Company, LLP and Partnership Experience

In her shareholder dispute and partnership work, Lisa has vast experience of acting for minority and majority shareholders, company directors, companies (usually privately owned) and partners in owner managed and/or family businesses, from pre-action through to trial or mediation or other Alternative Dispute Resolution in:

• • Unfair prejudice petitions under s994 Companies Act 2006,
  • Just and equitable winding up petitions,
  • Derivative claims,
  • Claims or exits under shareholder agreements or articles of association (including good and bad leaver clauses),
  • Joint venture disputes and
  • Partnership and LLP disputes.

Lisa frequently acts for current and former directors, as well as companies (usually SMEs) and office holders of insolvent companies (see insolvency CV) in the following types of claims against directors:

• • For breaches of directors’ duties,
  • Director disqualification,
  • Wrongful and fraudulent trading,
  • Claims involving unlawful dividends and
  • Claims for directors’ loans.

Lisa acts for both sellers and purchasers of shares in and businesses of privately owned SME companies in claims for earn-out and breaches of warranties arising from mergers and acquisitions, including the arbitration or expert determination of such disputes (currently acting for the sellers of shares in a company in the technology sector in a claim for £11 million in respect of deferred consideration due under a share purchase agreement).

Recent highlights of Lisa’s practice in this field include:

Shareholder Disputes

• Successfully securing the purchase of minority shareholder’s shares by majority shareholder Respondents to unfair prejudice petition under s994 Companies Act 2006 and related claims involving niche antiques businesses in Mayfair, London and Hamburg, Germany in a dispute between two families that had lasted over ten years (2021 – 2023 in case listed for trial in HCt, BPC in 2024).
• Successfully securing purchases of the shareholdings of minority shareholders in privately owned companies following the presentation of an unfair prejudice petition under s994 Companies Act 2006 in the following situations:
  • Petitioner inherited shares from her late husband in company in the engineering sector, involving 6 companies and a lengthy factual history (2021 onwards, case settled before trial in BPC, HCt on liability in 2023). Case involved complex legal issues as to whether there was a quasi-partnership and whether a minority shareholder discount should be applied.
  • Company in the hospitality sector in London. The petition included allegations of potential tax evasion (2021 onwards, case settled before trial in BPC, HCt in 2023).
  • Dispute between former friends in hard-fought combined unfair prejudice and just and equitable petitions in respect of two substantial property developments in Manchester (2019 onwards, case settled in 2023).
• Advising and acting for shareholders and lenders in respect of proposed interim injunction for breach of a shareholders’ agreement in dispute involving a substantial property development in the North West with an interface with a planning appeal (2023).
• Advising shareholder in substantial retail business in Yorkshire on exit strategy involving points of construction and application of shareholders’ agreement, in particular how “fair value” was defined (2023).
• Successfully securing settlement for 3 shareholders of threatened unfair prejudice petition under s994 Companies Act 2006, valued by the Petitioner in excess of £6 million involving complex factual issues spanning 30 years, a discretionary trust and allegations of excessive remuneration and failure by directors to recommend dividends. Complex and valuable legal issues on whether or not a minority shareholder discount should be applied and forecasting issues on valuation of Petitioner’s shareholding in light of the Covid pandemic. Company in the manufacturing sector (2021 – 2022).
• Successfully deflected threatened removal of client as director and secured important strategic success in bitter dispute between family members of a business in the leisure sector. Lisa acted in parallel with other silks in different fields of specialism (2022).
• Unwin v Bond [2020] EWHC 1768 (Comm) Acted from pre-action to trial in this leading case on good faith clauses and deemed transfer of share clauses in shareholder agreements when a director’s employment is terminated.
• MFW Developments Ltd [2019] EWHC 3725 (Ch): Successfully obtained rare “Wallersteiner” indemnity order, permission to continue derivative claim, injunctions and subsequent appointment of receiver over £1m. Claim against director is for misappropriation of £2.5m from the company. Instructed from 2018 to settlement and successful conclusion in 2022.

Partnership Disputes:

• Successfully acted for defendant to claims of approximately £1 million in respect of solicitors’ partnership in legally and factually complex claim. Case involved complex limitation issues and an entangled factual history (2020 – 2022).
• Acting in a factually and legally complex property dispute spanning 40 years in HCt within a family in respect of a property portfolio valued at c. £4m and alleged partnership, in which she led other Counsel (2020).
• Representing a partner in a family farming partnership in a dispute involving an enviable Yorkshire Wolds arable farm valued in excess of £6 million in which a proprietary estoppel claim was made (2017 – 2018).

Further examples of Lisa’s vast experience in this area are in the company cases section below.

Lisa Linklater company barrister is a member of the editorial advisory board of the Company Lawyer, a specialist journal, published by Sweet and Maxwell. She is widely published in company law, including in the Solicitors’ Journal, the Company Lawyer and R3’s Recovery. Lisa has delivered seminars on shareholder disputes, directors’ duties and share valuation with and to leading experts from international, national and regional accountancy and law firms.

Lisa Linklater company barrister is Vice-chair of the Northern Business and Property Bar Association and is a member of the advisory board of the Centre for Business Law and Practice at the University of Leeds.