Shareholder Disputes
Our expert shareholder lawyers are highly experienced in acting for shareholders & directors to resolve boardroom and business ownership disputes. Our market-leading commercial litigation practice is ranked “Top Tier” by the Legal 500. Opal Legal has been recognised as a Top 200 UK Law Firm.
Shareholder, Board & Director Disputes
Disputes may arise within any company, whether it's a small family run business or a large corporation.
Typically, these involve conflicts between individuals who have a vested interest in the company's success, such as majority and minority shareholders and directors.
Examples of disputes we encounter regularly include:
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Breach of Director’s Statutory and Fiduciary Duties: When a director fails to act in the best interests of the company, misuses company assets, diverts business away from the company, fails to act as required by the Company’s Articles of Association or acts in breach of their statutory duties under the Companies Act 2006, it can lead to serious claims, disputes and conflicts between shareholders or directors and / or the company.
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Shareholder Oppression: Shareholders may feel marginalised or unfairly treated by other shareholders or directors, leading to conflicts and disputes over control, composition of the Board, profit distribution, payment of directors salaries and benefits, commercial transactions, exercise of voting rights and the issue and transfer of shares (especially where compulsory and/or bad and good leaver share transfer notices/valuations are triggered).
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Disagreements on Company Strategy and Deadlocks: Shareholders and directors may have differing visions for the company's future, leading to conflicts over crucial decisions, such as mergers, acquisitions, or major investments and/or a “deadlock” between shareholders or directors where there are equal shareholdings/votes or shareholder/director consents required for a transaction or cause of dealing.
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Breach of Shareholder/Investment Agreements: Where a shareholder has acted or threatened to act in breach of a contractual obligation, responsibility or restrictions set in shareholders/investment agreement.
Our Approach to Shareholder Disputes
At Opal Legal, our dispute resolution solicitors understand the importance of resolving disputes promptly to protect your interests and the company's stability and performance.
Our approach to shareholder disputes is focused on providing swift and decisive action to address your specific needs including where necessary and appropriate obtaining an injunction to prevent loss to a company or shareholder.
Our experienced team of shareholder dispute solicitors focus upon understanding your unique circumstances and advising you on the most favourable resolution in order to meet your objectives.
Whether through negotiation or litigation or both at the same time, we are committed to resolving disputes swiftly and decisively using every tool at your disposal to ensure your rights and investment are protected.
Our shareholder dispute lawyers recognise every shareholder dispute is different, and whilst in some cases, the best or only way to achieve a satisfactory resolution will be through court action, in other cases, a more cost-effective and tax efficient outcome may be achieved by a negotiated agreement between the shareholders and restructuring the ownership arrangements.
For example, sometimes utilising a demerger, purchase of own shares or a Newco purchasing structure can be utilised to resolve a dispute.
Our dispute resolution team work with our Corporate Department to ensure that every possible deal structure is considered to ensure we can achieve the best possible dispute resolution solution for you.
Negotiated Solution
Whenever possible, often parallel with legal proceedings we will strive to achieve an amicable resolution through skilful negotiation.
Our shareholder dispute lawyers will guide you through this process to put you in the best negotiating position to explore options for compromise and facilitate constructive dialogue among the parties involved in order for you to reach a beneficial agreement.
Potential solutions can include a buyout by the continuing shareholders in the Company, with flexibility as to how that buyout would be structured such as a purchase of shares by a third party and / or by way of company buyback of shares or demerger.
Contentious Options
If negotiation proves unsuccessful or impractical, we are prepared to pursue or continue court action in order to assert your rights and seek a fair resolution.
Possible shareholder dispute actions may include:
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An Unfair Prejudice Petition: if the company's affairs are conducted in a manner that is unfairly prejudicial to the interest of all or some of the company's members. Typically, this will result in the shareholder that has suffered the unfair prejudice being bought out by the other shareholders, however the court has wide discretion as to the orders it can make to address the unfair prejudice complained of such as the court ordering another shareholder from acting against your interests.
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A Derivative Action: If a director breaches their fiduciary duties or engages in fraudulent conduct, minority shareholders may have the option to bring a derivative action on behalf of the company. This legal action seeks to hold the responsible parties accountable and recover damages for the company.
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A Just and Equitable Winding-Up: In exceptional cases where the dispute cannot be resolved through other means, we can assist you with an equitable winding-up process. This involves the orderly dissolution of the company, ensuring fair distribution of assets and liabilities among shareholders. This is particularly useful where a solvent company is asset rich with property or cash and has little or no goodwill value.
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Contractual claim for a breach of a Shareholder Agreement: If a shareholder causes a loss by failing to comply with their contractual obligations or breaches agreed restrictions such as non-compete clauses.
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Pursuing a Shareholders Agreement procedure or remedy set out in a Shareholder Agreement and/or Articles of Association. Sometimes these corporate agreements detail procedures that can be followed to settle a dispute or deadlock such as Expert Determination , Deadlock buy-out procedures (often called Russian Roulette or Mexican Stand-offs) and Compulsory Share Transfer Notices following a material breach of a Shareholders Agreement (with Good, Bad and sometimes Intermediate Leaver’s valuation)
Our solicitors have extensive experience in handling complex shareholder dispute High Court litigation.
We will support you every step of the way during the claims process to ensure we achieve the best outcome for you.
Why Work With Our Dispute Resolution Team
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For the past seven years, the Legal 500 has rated us as a Top Tier legal firm.
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You will get access to more than 9 dispute resolution professionals from the Opal Legal Dispute Resolution Group, who will assist you with , shareholder, and partnership disputes, professional negligence, commercial agency and more
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You will obtain city-quality dispute resolution legal help at regional pricing.
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We offer a partner-led service to make sure you get the greatest legal counsel and support with a focus on business.
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Our large and experienced team can work quickly to fulfil your deadlines.
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We recognise that each transaction is unique to your specific circumstances and that you require the assistance of a dispute resolution solicitor who has dealt with a wide range of clients and types of work.
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We are a full-service law company with a single location, which ensures our employees interact effectively and efficiently
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We employ the most recent technology to make sure that we are operating as effectively as possible and that a client's location is not a barrier to us providing outstanding customer service.
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All of our clients receive free newsletters and webinars that keep them informed about dispute resolution legal developments. View our most recent webinar on dispute resolution updates here.
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Check out the Opal Legal Promise for more information on the benefits of working with us.
Funding
Our Dispute Resolution Solicitors are happy to discuss your situation in a no-obligation and free consultation by telephone
We also offer different funding arrangements to suit your individual needs. Conditional fee agreements or “No win, no fee” arrangements may be available, as may insurance policies or third-party funding.
At Opal Legal, our litigation funding team will provide guidance in handling the financial risk that comes with litigation and directing any of those costs off your credit sheet.
We understand the costs that come with litigation, which is why we act with integrity. We will only provide funding as an option if it is in your best interests. We can advise you on whether your claim is suitable for litigation funding.
Find out more about the different litigation funding options that may be available to you.
About Us
Opal Legal are a leading commercial firm, which is renowned for its work in resolving shareholder disputes. Our commercial litigation team is ranked as “Top Tier” by the Legal 500 who describe us as ‘dynamic, positive, forward-thinking, effective and tenacious’, ‘very client-friendly’ and who give ‘sound and sensible legal advice’. The Legal 500 highlight the department for its work in shareholder disputes.
The litigation team contains 15 solicitors and is headed by Adam Maher whom the Legal 500 rate as a “Leading individual” and ‘first-class litigator’ with ‘razor-sharp commercial judgement, tenacity and excellent communication skills’; who ‘quickly identifies the core issues’ and is ‘extremely robust under pressure.'
The litigation experts at Opal Legal are happy to discuss your situation in a no-obligation telephone call to assess your claim, give preliminary advice and suggest a way forward. We can also suggest innovative funding solutions where available to assist with the costs of the litigation.
Testimonials
"Opal Legal Services has been a lifesaver for me. Their team of experts helped me navigate through a complex legal issue with ease. I highly recommend their services to anyone in need of legal assistance. Thank you, Opal Legal Services!"
John Smith
Contact Opal Legal Solicitors
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