Scottish Corporate Separation Advice Needed

Scottish Corporate Solicitor Required – 50/50 Shareholder & Director Dispute

I am looking for an experienced Scottish corporate solicitor/company law specialist to advise on a confidential and potentially urgent matter involving a Scottish limited company.

The company has two directors and two shareholders, with a 50/50 ownership structure.

There has been a significant breakdown in the relationship between the two directors/shareholders, together with concerns regarding the conduct of one director and the financial and regulatory position of the company.

The company is under significant creditor pressure and I need advice on the appropriate legal steps to protect the company and myself as a director, while exploring an orderly exit for the other director/shareholder.

Areas of advice required

The successful solicitor will need experience in some or all of the following:

* 50/50 shareholder disputes and deadlock
* Director resignation/removal
* Share transfers and shareholder exits
* Directors’ statutory duties and potential breaches
* Unfair prejudice/shareholder remedies
* Protection of company assets
* Director personal exposure and liability
* Companies approaching insolvency / creditor pressure
* Directors’ duties where insolvency is a possibility
* Negotiating shareholder/director exits
* Drafting settlement agreements and share transfer documentation

The preferred outcome is for the other director to resign as a director and transfer his entire shareholding to the remaining shareholder, leaving the remaining shareholder as sole shareholder/director, subject to appropriate legal advice and documentation.

There are additional factual and regulatory issues which I will provide to the selected solicitor under confidentiality once appointed.

What I am looking for

I am not looking for a generic company law adviser or someone simply to draft a resignation letter.

I need someone who has personally dealt with situations involving:

* a 50/50 shareholder/director deadlock;
* a director whose conduct is alleged to be prejudicial to the company;
* a shareholder/director exit;
* potential breaches of directors’ duties;
* a company under significant creditor/insolvency pressure; and
* protecting the position of the remaining director/shareholder.

Please include in your proposal

Please provide:

1. Your Scottish legal qualification and current practising status.
2. Your relevant experience with Scottish 50/50 shareholder/director disputes.
3. Two or three anonymised examples of similar matters you have personally handled, particularly where there was a director/shareholder exit or dispute.
4. Whether you have dealt with director misconduct, breach of duty or unfair prejudice matters.
5. Your experience advising directors where a company is approaching insolvency or under significant creditor pressure.
6. Whether you would personally handle the matter or pass it to another solicitor in your firm.
7. Your proposed fee structure — preferably an initial fixed-fee consultation/review followed by an agreed hourly rate if further work is required.

Confidentiality is essential. I will provide the full factual background and supporting documentation only after selecting a suitable solicitor.