Winckworth Sherwood

UK 200 2013 position: 94

A good faith clause in a Shareholders’ Agreement is of little benefit

In the latest twist in the ongoing shareholder dispute over control of the parent company of London hotels the Connaught, the Berkeley and Claridge’s, the Court of Appeal has considered the effect of a good faith clause in a Shareholders’ Agreement to be minimal. The judgment in Re Coroin *2013+ EWCA Civ 781 also has implications for signatories of partnership and LLP agreements.

A shareholder of 36.2 per cent of the issued share capital of Coroin Limited (Coroin), Patrick McKillen contended that pre-emption rights contained in the Shareholders’ Agreement had been engaged when Derek Quinlan, who was also a director of Coroin, transferred control of his shareholding.

From 2009, Mr Quinlan found himself in financial difficulty and took steps to increase his liquid assets. In early 2011, he had discussions with and was provided finance by three companies controlled by the trustees of the Sir David and Sir Frederick Barclay family settlements (the Barclay Interest)…

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