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Boardroom disputes

Unless a board is very small and/or cohesive, it is likely that disagreements will occur at some point between the various board members. This guide assists boards in navigating the various potential stages of a dispute and highlights the various legal considerations to bear in mind when considering what action to take.

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Boardroom disuptes

Rowena Herdman-Smith, Kevin McCarthy and Saul Sender
ICSA Publishing Ltd, 2013

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1. The legal nature of companies and the balance of power

Chapter 1 looks at the legal nature of companies and at the balance of power which is a key consideration in any boardroom dispute.

2. Practical steps

Chapter 2 outlines the information that should be obtained in order to formulate a proper view of any dispute and how best to manage it.

3. Conflicts

Conflicts of interest are one of the most common causes of boardroom disputes and Chapter 3 looks at the processes by which they need to be managed.

4. Other considerations

Chapter 4 highlights other possible issues which may need consideration before deciding how best to manage a boardroom dispute.

5. Possible options – the practicalities

Chapter 5 sets out practical steps to identify possible options for resolving a boardroom dispute.

6. Escalation

Chapter 6 looks at the options if a boardroom dispute cannot be easily resolved and the potential impact of these.

7. Corporate governance and regulatory compliance

Chapter 7 looks at the additional considerations when a boardroom dispute occurs between directors of a listed UK incorporated company. These arise from corporate governance and listing requirements.

8. Penalties and liabilities

Chapter 8 summarises the penalties and liabilities for directors who get it wrong and breach their statutory or contractual duties.

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You are permitted to view, print and download this eBook for your personal use. Unless you have the permission of the copyright owner, you may not re-transmit the publication to anybody else.


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All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.


The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.