Corporate Disputes
Much investment is undertaken through corporate vehicles. This has many advantages but also carries the potential for a variety of different types of dispute, often involving court procedures which only apply to company disputes. Our wealth of experience in dealing with these types of disputes enables us to guide our clients towards their commercial objectives.
Before contracting: in the negotiation phase, disputes can arise in relation to exclusivity agreements, the transfer of confidential information and the role of intermediaries. Once a deal has been signed the situation can shift before completion with the result that a party’s willingness to complete is compromised. The practical and legal complexities arising in such circumstances, particularly in a cross-border context can be formidable. Our experienced team will deal with these issues in a way that meets and enhances our clients’ transactional objectives.
After contracting: life is not always straightforward once a deal has been done. Factual information on which a business decision was based can prove to have been incorrect either as a result of deliberate action or lack of care. Our team has assisted many businesses seeking redress when undisclosed liabilities are presented which would erode shareholder value or resisting unwarranted claims seeking an unjustified price reduction. They also have experience in handling disputes arising post-acquisition with incumbent and co-shareholder management.
Shareholder disputes: the alignment of commercial interests of shareholder groupings can shift with changing market conditions. Extensive trial experience of section 994 petitions places our team ideally to advise whether minority interests have been prejudiced as a result of breaches of directors’ duties, breaches of shareholder agreements or failure to allocate appropriate dividends.
Our Insolvency and restructuring specialists are on hand to advise if a business encounters financial stress and to advise on the particular issues arising when investment has a multi-tiered debt/equity mix. Conflicts may arise between the understandable desire to influence the direction of management and the interests as both investor and creditor which will require early advice and careful management.
In dealing with corporate disputes, our dispute resolution lawyers work closely with colleagues in our Corporate team to formulate solutions and proposals that will help bring disputes to a satisfactory close for our clients.
Representative Corporate Disputes Work
Examples of our team’s corporate dispute experience include:
- Advised on a claim exceeding £2m involving allegations of conspiracy to injure and breach of fiduciary duty against a company director who set up a competing business and diverted business deals.
- Advised a client who was being sued by a former business partner who dishonestly claimed a share valued at £600,000 in an asset previously owned the partnership.
- Advised on a £1m claim brought by a firm of architects that sued its former Financial Director who was found to have manipulated company records and accounts to disguise his misappropriation of company funds.
- Advised a mobile telephone supplier in arbitration proceedings brought against a leading telecommunications company in a substantial breach of warranty claim valued at £4m which also involved allegations of fraudulent manipulation of prices.
- Advised on and settled a claim brought by a property developer in which an allegation of fraudulent misrepresentation was made against a major high street bank in relation to the mis-sale of an interest rate hedging product.
- Advised a major clothing distributor who sued a manufacturer and a former employee who conspired to exaggerate invoices paid for by the distributor.
Key contacts:
Biography
Clare’s expertise spans a broad range of commercial litigation but with a focus on complex shareholder / commercial disputes and IP often involving issues that traverse multiple jurisdictions.
She has led on a number of high value multi-faceted disputes involving commodities, fraud, corruption/conspiracy, breach of contract, fraudulent mis-representation, lending, mis-selling, HPAs, intellectual property rights, professional negligence and company/director/shareholder/JV issues for clients based both in the UK and overseas ranging from SMEs to ultra-high net worth individuals, international banks and other global institutions.
As well as matters brought in all divisions of the High Court and Commercial Court, Clare has experience of cases which have gone to the Court of Appeal and Supreme Court. She also has experience of international arbitration particularly of those conducted in the International Chamber of Commerce and International Dispute Resolution Centre and extensively of mediation where she has led many successful settlement negotiations.
Clare is also regularly instructed on global enforcement matters involving obtaining worldwide freezing orders and overseeing recovery proceedings in a variety of foreign jurisdictions including the BVI, Turks and Caicos and Cayman Islands.
Clare’s IP practice focuses predominantly on the protection of the rights of Teacher Stern’s restaurant, retail and tech clients in relation to which she has successfully staved off many potentially infringing competitors.
Clare is listed as a recommended lawyer in the Legal 500 2021 and 2024 rankings.
Representative Experience
Clare has:
- Recently successfully defended a business and associated professionals in a complex high court action which spanned 2.5 years and included trial set down for 20 days concerning allegations of fraud and conspiracy regarding the acquisition of a national security and surveillance company.
- Acted in an ultra-high value conspiracy dispute between Russian oligarchs.
- Represented a distributor in a $50M corruption case in the Commercial Court involving the distribution of oil additives to Iraq.
- Advised borrowers and guarantors in relation to facilities of $500M entered into with a collapsed Icelandic Bank.
- Represented a Canadian metals billionaire and philanthropist in an international arbitration concerning a million US$ charter agreement.
- Acted in a dispute relating to a multimillion pound property fraud including obtaining world-wide freezing injunctions and enforcement action.
- Advised in connection with a $60M breach of contract dispute involving a celebrity chef.
- Advised on a breach of contract/mis-representation claim concerning a multi-million dollar film contract.
- Represented a European water supply company and various UK restaurant chains in connection with the protection of their IP rights
Testimonials
Legal 500
“Clare Toomer is very accessible, responsive and sensitive to a wide range of client needs.’
“The reason we work with Teacher Stern. Robust in her dealings with the other side and tells you exactly what is and is not possible, and why.”
Clients
“Clare is a first-rate litigator. She has excellent legal skills and a demonstrated ability to manage every type of case from large commercial claims to smaller disputes requiring a more personal touch. Clare combines a friendly and approachable manner with a tough and determined approach to getting the best result for her clients.” Max Mallin KC, Wilberforce Chambers
“Clare Toomer is a star in the making at Teacher Stern LLP; combining a sharp intellect with great judgement, she knows which points to take and which not. A pleasure to work with and in any litigation you would want her on your side.” Peter Featherman of Ed’s Easy Diner.
Year qualified
Solicitor, 2010
Career History
Partner, Teacher Stern
Solicitor, Teacher Stern
Trainee Solicitor, Teacher Stern
