Shareholder & Director Disputes

What Shareholder and Director Disputes Involve

Shareholder and director disputes arise where there is disagreement about the conduct of a company, the rights of shareholders, or the duties owed by directors. These disputes may take various forms. Unfair prejudice petitions are brought by shareholders who say that the company's affairs are being conducted in a manner that is unfairly prejudicial to their interests. Claims for breach of fiduciary duty may arise where a director is said to have acted in conflict of interest, misappropriated opportunities or failed to act in the company's best interests. Director removal disputes may concern the procedure for removing a director or the consequences of removal. Deadlock situations may arise where shareholders are evenly divided and cannot agree on the direction of the company.

These disputes often involve a combination of company law, contract and equity. The court may need to consider the company's articles, shareholders' agreements, the conduct of the parties and the appropriate remedy. Strategic advice at an early stage is often decisive. The options may include negotiation, mediation, unfair prejudice proceedings, derivative claims or applications for relief. The choice of route can have a significant impact on cost, timing and outcome.

When Representation May Be Needed

Representation may be needed where a shareholder is considering an unfair prejudice petition, where a director is facing allegations of breach of duty, or where there is dispute about the removal of a director or the resolution of a deadlock. It may also be required where the dispute involves the interpretation of shareholders' agreements or articles of association, where interim relief is sought to preserve the status quo, or where the parties need advice on the most effective way to resolve the dispute.

The approach taken is clear and strategic. These disputes often benefit from early identification of the real issues, the available remedies and the practical constraints. Proper preparation assists in presenting the case in a way that allows the court to make an informed decision or that facilitates settlement where that is appropriate. The court has wide discretion in unfair prejudice cases and may order a buy-out, regulate the company's affairs or grant other relief.

Direct Access and Litigation

Public Access instructions accepted where suitable.

Acting Throughout England & Wales

Representation nationwide.