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UK-Justice, Barrister
Category: Law
Satisfied Customers: 16193
Experience:  Called to the Bar in 2007
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I am a 20./. shareholder in a large UK Organisation. I have

Customer Question

I am a 20./. shareholder in a large UK Organisation. I have just found out unknown to me that the other shareholders had an offer from another company to buy our organisation a few years ago and did not tell me. Instead they tried to my shares at a much reduced price. What action could i take ? Is it a criminal offence ?
Submitted: 5 years ago.
Category: Law
Expert:  UK-Justice replied 5 years ago.
Thanks for your question, I will do whatever I can to help you. Please remember to rate my answer SMILEY FACE OR ABOVE.

I do not quite understand:

Others shareholders had an offer but not you - what % were those shareholders?

And they tried to buy your shares at a reduced price?
Customer: replied 5 years ago.

One shareholder has 44% and the other 36%, whilst I have 20%. they work within the business, but failed to tell me that the company had been approached by someone wanting to buy it, and in fact put in a firm offer in excess of £ 12 million. They did not tell me about the offer. Instead they approached me to try and buy my shares at a minority discount.

the point being as directors and Shareholders do they have a responsibility to tell me . Since they did not tell me what action can I take ? Have they committed a criminal offence ?


thanks for your help

Expert:  UK-Justice replied 5 years ago.
Is there a shareholders agreement or anything?
Customer: replied 5 years ago.

Yes we have a shareholders agreement. It only refers to the fact all three of us have to make a decision wether to sell. They did not inform me of the offer

Expert:  UK-Justice replied 5 years ago.
And I assume the offer was rejected?
Customer: replied 5 years ago.

Yes sorry they rejected the offer, without even informing me of the offer. tThey were more focused of then trying to bu my shares with a 60% minority discount.

Expert:  UK-Justice replied 5 years ago.

What is it you want to achieve?
Customer: replied 5 years ago.

I would like to know what action I could take. Furthermore is it a criminal offence so i can scare them with reporting them to the authorities

Expert:  UK-Justice replied 5 years ago.
Is it a criminal offence - no.

However it sounds like they are in breach of contract.

If all 3 must decide about an offer and if to sell and this was not done this is a breach of the shareholders agreement.

So you can certainly sue for breach of contract.

This is because I assume they rejected the offer so your 20% yes vote (assuming that is what it was) would not have made any difference.

However you would need to that you have suffered some loss.

So if you wanted to sell you may have loss of chance, but assuming the other investors rejected the offer then it would have been defeated anyway.

So yes you can take action but need to show that you have some loss.

You would need to instruct a Solicitor to draft proceedings and present your argument in Court.

But if your claim was below £5000 then you could do this yourself. You would be able to do this online at: - you would have to pay a fee but this would be added to the claim.

I hope this helps you.

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Customer: replied 5 years ago.

thank you

Expert:  UK-Justice replied 5 years ago.

Please remember to give my answer a good rating - thanks.

Expert:  UK-Justice replied 5 years ago.
I'm just following up with you to see how everything is going. Did my answer help?