Avoiding or Winning SHAREHOLDER DISPUTES
Alexander Singer on his book “Avoiding or Winning Shareholder Disputes” (original title: GESELLSCHAFTERSTREIT vermeiden oder gewinnen), published in 2008 under Austrian law by by the prestigious publishing house Manz.
For over 30 years, I have had the opportunity (necessity) to become acquainted with shareholder disputes from various perspectives: Earlier, as an entrepreneur, I was involved in shareholder disputes three times myself. Now, as a lawyer, I support shareholders, managing directors, and supervisory board members – sometimes also founders (and/or beneficiaries) or foundation boards – through a multitude of shareholder disputes. With my book, I aim to pass on my experiences.
This book is primarily aimed at prospective or current shareholders and managing directors who wish to avoid shareholder disputes or are already involved in (must handle) and wish to win them. It is less aimed at lawyers and other advisors seeking dogmatic solutions. However, lawyers and other advisors looking for practical experience, especially regarding strategic considerations and psychological elements of shareholder disputes, will find valuable insights in this book.
The goal of this book is to sharpen your awareness of problems and strengthen your ability to recognize situations prone to disputes early on. No book can offer a solution for a specific shareholder dispute, let alone a patent solution for all shareholder disputes, as each dispute is driven by different personalities, has different causes, and its own dynamics. Therefore, each shareholder dispute requires its own, individual solution. Hence, my book does not claim to be exhaustive, nor can it replace the need for consultants. Accordingly, this book does not cover all aspects essential to the formation of a company or in an ongoing company, but focuses on those important for avoiding or handling shareholder disputes.
The majority of shareholder disputes occur in limited liability companies (GmbHs), which are the main focus of my book. However, other forms of companies are also addressed – especially partnerships, joint-stock companies (AGs), and private foundations, which have already outnumbered AGs in Austria. Many of the discussions on these company forms are also applicable to consortiums (ARGE), a type of company form especially important in the construction industry for implementing large projects, typically organized as a civil law partnership (GesbR).
For a better understanding, my book describes important processes largely objectively and takes into account the perspectives of different disputing parties especially where differing consequences arise. Read these objective descriptions from the perspective of your position. You will recognize what actions you can take and what actions you should expect from the opposing side.
Some statements (the less legal ones) may evoke a feeling of “already knowing” in you. Indeed, some statements may seem trivial and logical at first glance. However, practice shows that shareholders recognize these areas as self-evident in hindsight, but do not make the corresponding considerations in advance or simply overlook them. Revisiting already known considerations can also be beneficial!
The structure of this book follows the “life cycle” of a company. Chapter 3 contains considerations you should make before founding a company, Chapter 4 deals with the founding process itself, Chapter 5 presents useful measures for avoiding disputes during the ongoing operation of the company before the outbreak of a shareholder dispute and introduces preparatory measures to secure your position in case of a dispute, and Chapter 6 recommends measures and strategies after the outbreak of shareholder disputes. This structure allows you as the reader to jump to the section of the book that corresponds to your individual situation, but also necessitates numerous references and some repetition.