We are here to assist and advise you, and avoid any unnecessary stress in these debt collection and shareholders dispute situations. As lawyers, we typically step in when one of the events below arises:
1. DEBT COLLECTION – WHEN THE USUAL CHANNELS HAVE BEEN EXHAUSTED
When your firm’s accounting service has already sent numerous chasing e-mails and has not received a satisfactory answer (i.e. payment or settlement plan) or no answer at all, or when the settlement plan agreed has been breached.
2. SHAREHOLDERS’ DISPUTES
Shareholders’ disputes are bad for a company’s business in the sense that they are diverting resources: board discussions become fraught with hidden agendas, strategic and operational decisions are not made, and employees may become disengaged due to the perceived misalignment between shareholders. Complexity often results from the fact that shareholders have more than one hat: they may also be directors, employees, service providers or suppliers.
Seeking advice early on in the dispute to have a check list of options available is advised, before steps are taken which may lead parties to entrenched positions, sometimes based on wrong assumptions. Whether you are a majority or minority shareholder in a corporation and tensions have arisen with the other shareholder, you need to check your rights and those of the other party, before anything else. Our lawyers at Slotine are experienced to deal with these situations and assist shareholders like yourself.
HOW WE CAN HELP
Whether it is for debt collection or shareholders’ dispute, our approach is comprehensive, responsive and action-focused.
We look at the big picture and take stock of all components – it is our duty as lawyers to be holistic in our approach.
For debt collection, it means we take in consideration the history and future of the relationship: new or old client, affiliation (any shareholder in common?), if the outstanding invoice(s) are the last one or a further order have been agreed before they become due. And of course we review in detail the terms of the contract, whether by email only [conflicting] standard terms and conditions of sale and purchase, mix of general terms and condition and specifications, Incoterms, reference to the Model Laws of the United Nations Commission on International Trade Law or else.
For shareholders’ disputes, it means we take in consideration the economic situation of the company as the approach will differ if it is about to close shop, or in negotiations for an upside (merger, acquisition, IPO, investment).
The background and current status of each party is highly relevant as well as the corporate governance practice (the rules and how decisions are indeed made). And of course, we review the articles of associations, the shareholders’ agreement (if any) and other relevant agreements such as agreements between the company and each of the parties to the dispute.
Working around revised corporate governance rules, which may include a reshuffle of the board composition with the replacement of directors or the addition of independent directors, new policies or eventually a new or amended shareholders’ agreement, shall be considered to sort out the dispute and reduce the risk of occurrence of further disputes which may jeopardize the future of the company.
At the end of the day, if shareholders cannot find an agreement to remain shareholders in the company through corporate governance rules enshrined in a new or amended shareholders agreement, or other documents, the way out can only be one of the alternatives below:
Option a: the dissenting shareholder sells its shares to the company or the other shareholders
Option b: the dissenting shareholder sells its shares to a third party
Option c: the dissenting shareholder buys the shares of the other shareholders
Option d: the company is liquidated
Although not all situations can be summed up in such simple terms. It is important to recognize whether a solution can be worked out which supports the future of the company, and with whom.
We apply the principles of lean manufacturing to our work organization. As far as possible we arrive at the office in the morning with a workload which can be reorganized commence work on your matter swiftly.
Yesterday’s emergencies have been dealt with yesterday. We are ready for new challenges today.
Good advice does not come in one-size. The meaning and basis for our advice will be laid at in a structured e-mail for relatively straight forward matters or memorandums of various length for complex matters.
Once the course of action has been agreed with you, we’ll assist you to prepare the draft emails, letters, contracts or addendums agreed.
From our experience, the pursuit of the exchange with the other party (ies) in the first person is more likely to produce results than lawyers’ letters. Lawyers’ letters are not the ultimate weapon, they are part of the arsenal. We’ll get litigators involved if and when the prospect of litigation is looming. Our firm is working on a regular basis with litigation departments of larger firms or firms focusing their practice on litigation.
The method for invoicing will vary depending on the amount of debt to be collected and the volume and complexity of the case. As a rule of thumb, we consider hourly rate is fair and legitimate for debt collection of US$100,000 or above and for shareholders disputes. For smaller amounts of debt to be collected we charge fixed fees or a mix of fixed fees (for the drafting of the letter of demand) and hourly rates (to review the other party’s response and reply).
– debt collection > US$100k: 100%
– [debt collection < US$100k: ]