dissolving partnership / ltd company

[rob9771]

Hi
I have a situation whereas I own the majority of a company with another shareholder director owning a much smaller piece. He looks after the sales side of the company and obviously knows all of the customers and information relating to the company. He has expressed an interest in leaving and what I am trying to establish is whether the law prevents him from going straight out and
"poaching" the customers that I have built up over 20 years using information that belongs to another company. I know its a grey area but would be interested in any comments .
Thanks
Bob

[bwglaw]

It appears you are trading as a Limited Company. Where does this 'dissolving partnership' come into it? A partnership is a seperate legal entity. A partner of 2 leaving a partnership dissolves the partnership and reverts to a sole-trader or entirely dissolves. A limited company is different, Directors leaving does not dissolve the Limited Company.

Regarding the othere issues. Do you have a Director Service Contract and Shareholders Agreement in place? If so, the terms of this agreement will govern the issue you have raised.

In any event, you should seek legal advice in terminating the directorship and ensure there is no further comeback from him. I am happy to advise if you contact me direct

[rob9771]

Thanks for your reply .
Sorry I should have been more accurate. I meant that he may wish to leave the Ltd company. In the absence of any detailed contract beyond a shareholders agreement is there any legal protection against a former director/ employee simply picking up the phone and using the information that belongs to the company to start an identical business targeting existing customers ?, and if so is there anything that can be done to protect against this at such a late stage. To fill you in, the director is not leaving iminently but the threat of literally starting again using exisiting customers is used as a constant negotiating tool.
Thanks once again for your reply.

[bwglaw]

it will depend how the Director came about the information and how he uses it. It would be unlawful for the Director to copy the database and approach clients that way, whereas it may not be unlawful to contact a company, from memory, that may well be your client. This is why a Director Service Contract and Shareholder Agreement should be in place. If the Director is not leaving so soon then you have time to get the formalities in place