Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 20 OCTOBER 2016

Case On Bad Leaver Provisions And Directors' Duties

Gowling WLG
Gowling WLG
Contributor
Gowling WLG

Gowling WLG

The firm The firm’s lawyers speak English, French, Russian and Ukrainian. The firm’s client base...

View firm profile
Explore more from Gowling WLG

A recent High Court judgment offers key learning points both for private equity investors and for the founders of the businesses in which they invest.

CanadaCorporate/Commercial Law
Ian Piggin
Ian Piggin
Author LinkedIn connections

A recent High Court judgment on (1) Paul Richards (2) Keith Purves v I P Solutions Group Ltd [2016] EWHC 1835 (QB) offers key learning points both for private equity investors and for the founders of the businesses in which they invest. These relate in particular to:

  • the need for management bonus arrangements to be as simple and transparent as possible;
  • what constitutes "material breach" of a service contract; and
  • the need for care in internal record-keeping.

The investment involved a standard structure, including new service contracts for the founders of the business.

The Newco (the "Company") articles of association contained usual "bad leaver" provisions. These allowed shares to be effectively removed from founders found to be "bad leavers" for £1. "Bad leavers" included those dismissed from employment for a reason justifying summary dismissal.

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

The PULSE Report: Governance Of Ontario’s Electric Utilities And Implementation Of Required Changes

Ontario's PULSE report and Bill 140 propose sweeping governance reforms for municipally owned electricity distribution utilities and their holding companies, mandating independent boards and new capital planning requirements by 2027. These changes aim to attract institutional investment for $120 billion in infrastructure expansion, but will require utilities to restructure shareholder agreements, recruit new directors, and implement complex governance arrangements within an extremely compressed timeline.
CanadaCorporate/Commercial Law
Aird & Berlis LLP
Aird & Berlis LLP
Article

CBSA Anti-Dumping And Countervailing Duty Investigations: Truck And Bus Tires From China – What Producers, Exporters, And Importers Need To Know

Canada has initiated anti-dumping and countervailing duty investigations into truck and bus tires from China, with preliminary determinations expected by November 30, 2026. Producers, exporters, and importers—including companies from Korea, Japan, and Singapore with Chinese operations—face critical September and October deadlines to submit comprehensive responses or risk significantly higher duty rates.
CanadaInternational Law
Gowling WLG
Gowling WLG
Article

What Is The Hansa? From The Hanseatic League To Modern Cooperation Models

The term "Hansa" has re-emerged in modern geopolitical discourse, most notably through the 2026 Germany-Norway defence cooperation framework. This article examines how the principles of the medieval Hanseatic League—flexible coordination, shared standards, and mutual benefit without centralization—are being adapted to address contemporary challenges in defence, security, and cross-border collaboration.
GlobalInternational Law
Gowling WLG
Gowling WLG
Article

Peptides In Canada: Regulatory Reality Is Catching Up With The Hype

Health Canada's recent enforcement action against unauthorized injectable peptides signals a regulatory shift that wellness companies cannot afford to ignore. While peptides dominate influencer marketing and online wellness spaces, their legal status in Canada depends on factors far more complex than social media trends suggest. Understanding how route of administration, therapeutic claims, and market authorization intersect is now critical for compliance.
CanadaConsumer Protection
Gowling WLG
Gowling WLG
Article

The Warranty Of Good Working Order: New Québec Consumer Protection Regulation Takes Effect October 5, 2026

Starting October 5, 2026, Québec will introduce a new statutory warranty of good working order for consumer goods such as appliances and electronics, with minimum warranty periods ranging from 3 to 6 years. The legislation imposes disclosure obligations on manufacturers and merchants while prohibiting any attempts to exclude or limit this warranty. Businesses operating in Québec must adapt their practices to comply with these consumer protection requirements or face potential compliance issues.
CanadaConsumer Protection
Gowling WLG
Gowling WLG
Article

Canadian Product Stewardship And EPR: 2026 Summer Update

Canadian governments and producer-responsibility organizations are refining extended producer responsibility programs across the country, affecting packaging, batteries, electronics, and hazardous products. Recent regulatory changes include expanded collection obligations, adjusted compliance timelines, and new enforcement measures, with significant developments in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Atlantic provinces.
CanadaEnvironment
Gowling WLG
Gowling WLG
Article

Understanding Canada’s new "Productivity Mega Deduction": Broad-based, immediate, and permanent expensing

Canada's new Productivity Mega Deduction promises to slash the marginal effective tax rate on business investment to just 6.4%, positioning the country as the most competitive G7 nation for capital deployment. This permanent tax incentive extends immediate expensing to roughly 65% of capital assets, fundamentally reshaping the economics of investing in Canadian operations across manufacturing, energy, technology, and resource sectors.
CanadaTax
Gowling WLG
Gowling WLG