I currently act for a small Ltd Co owned 70% by Mr A and 30% by Mr B (its two directors).
There has been a dispute, and Mr B has walked away to set up a competitor business.
The Company is marginally insolvent and Mr B owes the Company £3k. The Company makes marginal profits year on year, but certainly not 'super profits'.
Mr B is refusing to sign over his shares at par value to Mr A and is looking for £20k. Mr A has approached me for advice on what to do next.
As fars as I can see :-
- Mr A cannot force Mr B to sell his shares
- Mr A cannot put Co into Liquidation as 75% majority required for special resolution
- Mr B is entitled to 30% of future distributable profits
For the time being, Mr A has increased his salary in the company and cancelled any dividends.
Can the Company create a dividend-only alphabet share which vests only in Mr A?
What is the best way of dealing with this situation?