Our Shareholder Disputes Service
Common Types of Shareholder Disputes
Breach of Shareholder Agreements
Disputes often arise when one party breaches the shareholder agreement, such as transferring shares without proper consent or failing to follow agreed procedures. We can act quickly to protect your rights.
Minority Shareholder Oppression
Minority shareholders can be particularly vulnerable. Common complaints include exclusion from management, unfair allocation of dividends, and attempts to dilute shareholdings. We frequently act in unfair prejudice petitions and offer robust representation.
Director Misconduct or Breach of Duty
Shareholders may have concerns that directors are abusing their position or acting against the interests of the company. We assess breaches of fiduciary duties and provide advice on possible remedies including derivative claims.
Deadlock Situations
Where equal shareholders are at an impasse, particularly in 50/50 ownership situations, we help facilitate resolutions or apply to court to break deadlocks where necessary.
Disagreements Over Company Direction
Diverging visions for the business or mistrust among board members can be highly disruptive. We help you assess your legal options and implement strategic solutions.
Our Approach To Shareholder Disputes | Video
Who We Can Help
At Myerson Solicitors, we understand that shareholder disputes can arise in many ways, often when one party feels excluded or unfairly treated.
Whether you're facing disagreements over how the business should be managed, feeling sidelined while others benefit, or dealing with a breakdown in communication that makes it difficult for your company to operate, we are here to help.
We assist individuals and businesses in the following situations:
- When there are urgent injunctions needed to protect your interests or provide strategic legal advice.
- If you're seeking mediation or alternative dispute resolution (ADR) to resolve conflicts without the need for lengthy court battles.
- When you're looking for advice on buyouts, valuations, or exit strategies, especially if you're ready to move on or wish to exit the business.
- If you're facing court proceedings or unfair prejudice petitions, ensuring you have the right support every step of the way.
- When there is a need for drafting and enforcing shareholder agreements, particularly if there is a lack of clarity or agreement on how the company should be run.
We’re here to help when parties are being excluded from the management, when there is a fundamental disagreement on how matters should progress, or when deadlock prevents the business from functioning. If you’re looking to part ways or resolve an issue that’s holding your company back, we provide the expertise and support to guide you through the process and protect your interests.
Our Approach to Dispute Resolution
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:
- 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.
- 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.
- 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.
- 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.
- 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
- For the past seven years, the Legal 500 has rated us as a Top Tier legal firm.
- There are in excess of 30 specialist lawyers in the Myerson Dispute Resolution Group, who will assist you with cases involving shareholders, partnerships, directors, inter-company disputes, professional negligence, and commercial agency issues.
- You will obtain city-quality dispute resolution legal help at regional pricing.
- We offer a partner-led service to make sure you get the greatest legal counsel and support with a focus on business.
- Our large and experienced team can work quickly to fulfil your deadlines.
- 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.
- We are a full-service law company with a single location, which ensures our employees interact effectively and efficiently.
- 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.
- 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.
- Check out the Myerson Promise for more information on the benefits of working with us.
Case Studies
We have advised shareholders on a wide range of disputes across a variety of sectors.
Acting for shareholders in a technology company.
Two shareholders had fallen out with their co-director and shareholder. A share transfer notice contained in a shareholder’s agreement was triggered by the shareholders against their business partner due to transactions that were carried out which could have brought the business into disrepute. The business partner disputed the allegations and threatened action for unfair prejudice pursuant to Section 994 of the Companies Act. The matter was settled on a commercial basis and the partner resigned as a director and sold his shares for a negotiated sum.
Acting for a director and shareholder in an action for unfair prejudice under S.994 of the Companies Act 2006
This was a hotly disputed case where both parties, who were 50/50 shareholders in the company wished to buy each other out of the nursery business. An unfair prejudice petition was issued due to persistent unauthorised withdrawals from the company business account.
Very early on in the proceedings, the Respondent made an offer pursuant to the case of O’Neill and Phillips (No 00709 of 1992): HL 20 May 1999. That case held that if a Respondent makes an offer for all that the Petitioner could reasonably hope to achieve at trial then the Petitioner’s refusal will be unreasonable and justify a striking out of the petition.
The Respondent made another offer pursuant to CPR Part 36, which offered either for the Respondent to buy out the Petitioner from the business or vice versa. After lengthy and difficult negotiations, the Part 36 offer was accepted by the Petitioner who was bought out of the business by the Respondent. The Petitioner was also entitled to her costs up to the date of expiry of the relevant period of the Part 36 offer.
Acting for the litigation friend of a former shareholder who had transferred his shareholding in the family company which he had founded to a family member for nil consideration.
The former shareholder also had an outstanding loan account with the company. Proceedings were commenced against the family member alleging undue influence, misrepresentation and unconscionable bargain. Proceedings were also commenced against the company for repayment of the director’s loan. An agreement in principle was reached at mediation but was not completed and therefore the claim went to a five day trial but settled after evidence on the first day.
Acting for the claimant in a derivative action by a minority shareholder in the company under Part 11, Chapter 1 of the Companies Act 2006.
The claim arose out of the alleged substantial misappropriation of company assets by the sole director and majority shareholder. Various applications to the High Court for urgent injunctive relief have been necessary, including the appointment of a receiver in order to safeguard the company’s assets, as well as a joinder application consolidating concurrent proceedings initiated by the company against its former company secretary in respect of related issues surrounding the misappropriation of assets.
We secured an indemnity for the claimant for the entire costs of the litigation, irrespective of the outcome of the proceedings and successfully secured the substantial assets of the company from potential dissipation.
Acting for a law firm in shareholder and director dispute
Client Intro
We acted for a UK law firm and its shareholders in a dispute involving a departing director and shareholder.
Case Overview
We advised the firm in relation to serious concerns arising from the conduct of a senior solicitor, who was also a director, shareholder and head of department. An internal investigation identified issues requiring further action, which ultimately led to the individual’s resignation. We then advised on claims arising from breaches of contractual and fiduciary duties, including obligations under service and shareholders’ agreements. The matter also involved regulatory considerations, including a report to the Solicitors Regulation Authority (SRA).
The dispute was resolved following mediation and extensive negotiations, culminating in a comprehensive settlement agreement addressing the buy-out of the individual’s shareholding and associated financial arrangements.
“This was a sensitive matter involving both commercial and regulatory issues. Our focus was on protecting the firm’s position while achieving a pragmatic and effective resolution.”
– Adam Maher, Partner
Acting for a partner in GP practice facing injunction proceedings
Client Intro
We acted for a partner in a GP practice in relation to a dispute with fellow partners concerning their position within the practice.
Case Overview
We advised the client in defending an application for injunctive relief brought by other partners, arising from a wider and complex partnership dispute. The matter involved serious allegations and issues relating to the client’s purported expulsion, further complicated by the existence of conflicting partnership agreements. We provided urgent strategic advice, prepared detailed evidence in response to the application, and instructed Counsel to represent the client at the hearing. The case required swift action and careful handling of both the legal and practical issues to protect the client’s position.
“In urgent GP partnership disputes, it’s critical to act quickly while maintaining a clear strategic focus. We worked to ensure our client’s position was robustly presented at a key stage in the proceedings.” – Amna Iqbal, Solicitor
Acting for individual shareholders defending unfair prejudice claim
Client Intro
We acted for a group of individual shareholders in a company facing a claim brought by a former shareholder.
Case Overview
We advised the clients in defending an unfair prejudice claim brought by a shareholder who had left the business.
The claimant alleged that the remaining shareholders were extracting excessive remuneration by way of salary and management fees, thereby reducing the company’s profitability and limiting dividend distributions. The clients strongly denied these allegations, maintaining that the remuneration structure had remained consistent and appropriate. Given the risks and costs associated with litigation, we advised on a strategic resolution through alternative dispute resolution. An offer was made for the purchase of the claimant’s shares, with the price to be determined by an independent expert.
This approach was accepted, allowing the parties to agree a fair valuation and complete the share transfer without the need for court proceedings. The outcome provided certainty for our clients and enabled them to move forward with full control of the business.
“In unfair prejudice claims, the real issue is often how to resolve the breakdown in the shareholder relationship in a way that is fair and commercially workable. Structuring the buyout around an independent valuation allowed the parties to move forward without the uncertainty of litigation.” – Robert Brothers, Senior Associate
Acting for a shareholder in unfair prejudice dispute
Client Intro
We acted for a 50% shareholder and director of a technology company in a dispute with the other shareholder.
Case Overview
We advised the client in bringing claims under section 994 of the Companies Act 2006, arising from a breakdown in the relationship between the two equal shareholders. The dispute involved allegations of financial mismanagement, including unauthorised expenditure and transactions undertaken without agreement. These claims were strongly contested, with the opposing party raising challenges to our client’s standing and the validity of his shareholding.
Following an offer to resolve the matter through a buyout, a joint valuation process was undertaken. However, the valuation produced was significantly disputed. We worked closely with a forensic accountant to conduct a detailed review of the company’s financial records, analysing a substantial volume of transactions and identifying issues with the valuation methodology. This exercise resulted in a materially higher valuation, which we used to challenge the opposing party’s position and strengthen our client’s negotiating stance. The matter was ultimately resolved on terms reflecting this revised valuation.
“In shareholder disputes, valuation is often the battleground. By challenging the methodology and drilling into the financial detail, we were able to significantly improve our client’s position and drive the resolution forward.” – James Griffiths, Associate
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 Myerson, 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
Myerson 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 Myerson 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
Mr. Blakey
Fantastic service as always from Myerson. The quick communication makes all the difference.
Jack
Like most people I don't find myself in situations that require a solicitor very often. So, the process can feel a little intimidating and daunting when it does come up. But, Suzanne at Myserson was both professional and supportive during my case - giving me excellent, informed and realistic advice which gave me the reassurance to successfully resolve my case.
Legal 500
The team at Myerson are very effective, dynamic, ambitious and very personable. A very cohesive and positive team that consistently achieve excellent results for their clients. The team consistently rise to the challenges presented by challenging cases.
Richard
Myerson have helped us with successful outcomes in legal disputes, contract negotiations and re-writing our Terms & Conditions. We have always found their service to prompt, positive and in relatively simple terms. I have entire confidence that they are giving me sound advice. I would fully recommend their services and we feel well protected in the future.
Legal 500
They have the personal and connected touch only a small firm can have. However, they have the expertise you would normally only expect from a big firm. The best of both worlds.
Carl
The guys at Myerson Solicitors made what could have been a very tricky and stressful case much easier to deal with. Very professional in their approach but also friendly and informative. Their advice from start to finish was extremely sound and they managed to achieve a very successful outcome.
Legal 500
The commercial litigation team at Myersons is a regional team doing national level work – with aplomb.
Olivier
My French company, an international textiles sales agency, was involved in a difficult breach of contract with one of its UK client. Difficult because an expertise was needed in this field of activity; difficult because our client took an approach which wasn't decent to say the least. Myerson debated very professionally and defended our position strongly up to win our case considering the results obtained before we needed to go to court. I will recommend Myerson to my other French agents colleagues.
Malcolm
Used Myerson for a business contract dispute that I had. The matter is now concluded to my total satisfaction. In one word Meyerson were amazing. From evaluating expectations, to giving good direction and magnificent advice I was, and am, impressed.
Legal 500
Great reputation as one of the better dispute resolution teams in the North West Excellent team with an all-round attention to detail.
Jill
The help we have received advising us on commercial agents' contracts has been hugely beneficial. In particular, Suzanne has helped us with the exit of an agent from the business. This has been handled with great professionalism and calm, direct advice, which has supported us through a very delicate process. With Suzanne's help we have reached a mutually agreeable outcome and we are happy that this gentleman can leave the business without any animosity, which was our definite preference.
Freyja Handy - Senior Vice President & General Counsel (Europe), ASM Global
We’ve had an excellent experience working with Myerson in relation to a number of disputes. They were highly responsive, pragmatic and maintained a strong commercial and cost-conscious focus throughout. Their advice was always clear I wouldn’t hesitate to recommend the dispute resolution team to others seeking reliable and commercially minded legal support.
Legal 500
A dynamic, personable and highly effective team with tremendous strength in depth. This team consistently achieves excellent results for their clients. Clients benefit from the positive approach of the team at Myerson, however challenging the dispute.
Mr. William
Fantastic service as always. Quick, clear and honest communication. The team is very supportive which is exactly what’s needed when going through any legal scenario. I highly recommend this company.
Legal 500
Suzanne Carr is an immensely talented litigator who is adept at steering disputes to a successful conclusion and remaining focused on the key issues.
Legal 500
Adam Maher and his team are pros. Adam is an intellectual powerhouse. He stays calm under pressure yet remains focused, confident and motivated to produce the best results. He has great attention to detail and won’t take any nonsense. Good integrity and can argue well.
Legal 500
My view is that this firm is one of the best, focused, strategic and hardworking outfits in the region; with attention to detail and a laser sharp focus on the case at hand, you absolutely want them on your side in any piece of challenging commercial litigation. They will give most London law firms a run for their money.
Legal 500
Sven Clarke is a superstar. He has the rare mix of legal clout and commercial nous. He's a formidable opponent.
Legal 500
Adam Mayer leads a team of talented lawyers. The team give pragmatic advice, but are not afraid of taking on difficult cases. Particularly strong with regards to shareholder and partnership issues, showing an excellent grasp of the law and the nuances of dealing with interpersonal business disputes.
Legal 500
The commercial disputes team punches well above its weight - easily going toe-to-toe with London firms in contractual and shareholder disputes.
Legal 500
Adam Mayer combines excellence in his specialist area of law with being very approachable. He is commercial and pragmatic, but will still fight your corner.
Legal 500
This team is outstanding in its strength in depth, positivity, teamwork and client care skills. A “can do” attitude runs throughout the team from partner to trainee and the team is very cohesive. Particular depth of experience in shareholder disputes.
Ms Wilson
Amna Iqbal and David Jones have been exceptional with their support and advice during what has been a very difficult case.
Legal 500
Adam Maher is an outstanding leader and litigator. His strategic vision is excellent, his legal analysis is first-rate and his leadership of the team is always very positive, leading to excellent results.
Boti
Myerson Solicitors helped me retrieve 50K compensation from FSCS over poor financial advice I had received with regards to my pension. I received professional and efficient service throughout the process. All my calls and emails were responded to promptly. I was going to use Myerson Solicitors on a no win no fee basis. They advised me against it as they thought I will be paying a lot more and I have a reasonable chance for a successful outcome. They were absolutely right and I am glad that I trusted them.
Legal 500
Sven Clarke is a real stand-out – he’s a dream to work with, extremely bright, and unflappable.
Meet Our Dispute Resolution Team
Contact Our Experts
You can contact our lawyers below if you have any more questions or want more information:
0161 941 4000
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