One of the minority shareholders conspired with my ex husband. They concocted a story that I had stolen my shares. I now wish to take the matter through the civil courts to clear my good name and restore my professional integrity as an accountant. I seek damages from the three people who lied to remove my shareholding.The company in question also still owes me in the region of £80,000 in an outstanding directors loan.
No. The judge remarked that he felt this issue should be dealt with in court but it was not part of the divorce hearing. This is an issue of three shareholders conspiring to steal my shareholding and remove me from the list of shareholders. At the time, they were trying to secure a bank loan and knew that I would not sign up to it - so they committed this fraud to remove me.
When do I get an answer to my question please?
On formation of the Company, there were 2 issued shares, but 100 authorised shares: One to my ex husband and 1 to another director(Alan) in the company. This was an agreed temporary arrangement in order to get the company formed with a Co formation agent. After the Co was formed and trading, the full 100 shares were allocated: 35 to me, 35 to my ex husband and 30 to the other director. The 2006 co accounts and directors report reflected this shareholding. The 2007 co accounts reported the shareholding change to 37.5 to me, 37.5 to my husband, 15 to a new shareholder and 10 shares to Alan. Alan had left the company by this time (in fact he left in 2006) but retained a small shareholding. The Annual Returns to Companies House all reflected the correct shareholdings. In 2009 I divorced my husband and Alan and he then discussed how to remove me ( as I was blocking a risky bank loan they were trying to secure without my knowledge). The Annual Returns were amended to show only 2 shares again - 1 to my ex husband and 1 to Alan. Alan alleges that I had somehow hoodwinked the company and that Alan had never agreed to losing his 50% share of the company. We had many staff who were all fully aware of the correct shareholdings and had received documents outlining the correct sharehldings. All these peple will give their evidence in court.
Because the divorce judge said it must be heard in a different civil court
Not very much. They had a nominal value of £1 each but they then had full control of the business and I now cannot get management accounts out and as was inevitable, the repayments on my outstanding Directors loan have since dried up. Also the lies told about my "stealing" Alan's 50% shareholding were put in writing to my solicitor and they threatened to "report me" to my Accountancy Institute ( I am a FCMA). This threat was never carried out. They also perjured themselves when I reported their actions and their changing of Companies House records to the police.
And they then took out the bank loan they wanted - which I felt was a very bad move. I understand that cashflow has since nose dived and I guess the bank will be looking at a bad debt there. I don't believe anyone, regardless of the value of the shareholding should get away with illegally changing Company official records at Companies House to remove somebody's shareholding. And Alan is now the CEO of a Business Angel Co in the City and boasts how he can effect successful management reconstructions/refinancing deals.
Yes I can I was the Managing Director of the Company and I was owed substantial funds from a Directors loan. My shares (37.5%) were wiped out and I was forced out as a director. I have had no control or influence over the mgt of the Co since that time and I very much believe it has been mismanaged. My financial loss is the current value of my outstanding loan, circa £80000 plus interest plus the value remaining (if any) in my shares.
I have applied back to the divorce court to ask a judge to review the case, as my agreed monthly loan repayments stopped last august.
It will be difficult because my husband only had to use "his best endeavours" to see that my monthly loan repayments were made. i am waiting for the response from the court.
No, the company. The divorce judge was clear that he could only order actions to do directly with my ex husband, as oppose to actions to do with the company. My ex husband alone in reality is the company and he makes all the decisions in the company but he maintains otherwise before the divorce court.So, as a director of the company, he was only asked to use his best endeavours to see my loan was repaid. As my ex has made sure I am not a director now or a shareholder, I am not able to see how the company is being run, who is being paid, how the cashflow is progressing, overhead control, purchase policy etc etc etc. I can guarantee that in any further divorce court hearing he will plead that he really had tried hard to ensure my loan repayments were forthcoming but that the company had decided it just didn't have the resources available to do it.
Hi, I don't know. I haven't yet heard back from the court.
I have no idea now The latest financial accounts I downloaded from Companies House (up to Dec 2011) show a turnover of £1.3 million and a net profit of circa £89K . But the Fin Dir left at the end of Oct and resigned his directorships. He suggested the Company had severe cashflow problems. But the Co is still active on Co House website and my ex has created other Cos, for example one with an almost identical name plus I believe a Co in China. It's all smoke and mirrors
Maybe but if the company has now spent all its money, which is a distinct possibility, then I achieve nothing other than forcing the company into administration. The divorce judge will hopefully force the company to allow an expert witness to look back over the performance and profits since 2009. I was removed as a shareholder without my consent and against my wishes and removed as a director so I have been unable to influence the management strategy or have any control over the expenses expended since I was forced out. I also lost my monthly salary on which I depended, by their actions. Isn't the theft of my shareholding something I can bring to a civil court? Isn't the damage to my professional reputation ( I am incorrectly accused of theft on record, and as a Fellow of my Accountancy profession, that is not to be taken lightly) something I can bring to a civil court? Isn't the fact that they were motivated in their actions to acquire an unwise bank loan which I was blocking something I can bring to a civil court? Can I not chase the three perpetrators for damages?
Don't forget, there are several people who can be called to testify that Alan knew perfectly well what the correct shareholding of the company was, as obviously my ex husband and the third director also knew. On oath, they have to tell the truth or perjure themselves and I don't believe any of them would want to do that.
No I haven't. I spoke to Companies House at the time and they said that they relied on the integrity of the director making the annual return to be behaving honestly.
My ex and Alan believel they are on strong ground because there were never any share certificates issued or a transfer of shares done for any of the share transactions - so there is no tangible piece of paper that Companies House will probably ask for, apart from the signed Annual returns. I can hardly drag ex employees to testify in front of companies House who only seem to work by email!