Carlisle-based aviation, energy and civil engineering firm Stobart Group on Friday claimed a High Court victory over its former CEO Andrew Tinkler, who had launched a campaign to oust the firm’s chairman Iain Ferguson.
Tinkler had proposed replacing Ferguson with retail entrepreneur Philip Day.
In a stock exchange statement, Stobart said: “The board of Stobart Group … is pleased to have today received the judgment of His Honour Judge Russen QC concerning the company’s High Court dispute with its former director, Andrew Tinkler.
“The key findings of the judgment are that … Mr Tinkler acted in breach of his fiduciary and contractual duties to the company in respect of:
” … speaking to the company’s significant shareholders and criticising the board’s management and the group’s business and agitating for the removal of its chairman Iain Ferguson;
” … improperly sharing confidential information with Philip Day;
” … sending his letter to shareholders (1) and the communication to employees (2); and
” … orchestrating the executive leadership team letter (3) and the “petition”;
” … The dismissal of Mr Tinkler as an employee of the company on 14 June 2018 was a lawful and valid act;
” … The removal of Mr Tinkler as a director of the company on 14 June 2018 was a lawful and valid act;
” … Mr Tinkler’s counterclaim for reinstatement as an employee and a director of the company was rejected;
” … The company did not establish its claim of an unlawful conspiracy;
” … The four directors, being Iain Ferguson, Warwick Brady, John Coombs and Andrew Wood, did not breach their duties to the company, except in respect of a transfer of 5,320,425 shares (equating to 1.5% of the Company’s then issued share capital) to the employee benefit trust ahead of the company’s AGM.
” … However, the Court concluded that this transfer of shares was valid as a matter of law, and even if the votes for these shares had been discounted, Mr Ferguson would still have been re-elected;
” … The resolution to re-elect Mr Ferguson at the AGM on 6 July 2018 was valid;
” … The removal of Mr Tinkler as a director of the company on 7 July 2018 (following his election at the AGM of 6 July 2018) was valid and effective.
” … A full copy of the judgment will be made available on the company’s website as soon as practicable.
” … A further hearing will take place in due course for the Court to consider what relief the company is entitled to receive from Mr Tinkler arising from the breaches of his fiduciary and contractual duties to the company.
” … The matter of Mr Tinkler’s valid dismissal from the company is now determined …”