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Resolving Complex Disputes Between Shareholders and Directors

At Myerson Solicitors, our specialist shareholder dispute solicitors understand how disruptive internal disputes can be to your business. Whether it’s a disagreement between shareholders and directors or a conflict involving the terms of a shareholder agreement, our experienced legal team provides strategic, tailored support to help protect your position and resolve matters efficiently. 

We are recognised in the Legal 500 for our commercial litigation expertise and regularly act in complex and high-value shareholder disputes across the UK. We offer clear, pragmatic advice and understand the sensitivities involved when business relationships break down. 

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Contact Our Shareholder Dispute Solicitors

Speak to our leading shareholder dispute solicitors today for clear, strategic advice tailored to your business.

Call 0161 941 4000 today, or fill out the contact form below.

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. 

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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. 

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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.   

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Why Work With Our Dispute Resolution Team

  • For the past seven years, the Legal 500 has rated us as a Top Tier legal firm. 
  • You will get access to more than 9 dispute resolution professionals from the Myerson Dispute Resolution Group, who will assist you with , shareholder, and partnership disputes, professional negligencecommercial agency and more.
  • 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 here.
  • Check out the Myerson Promise for more information on the benefits of working with us. 

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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.

Shareholder Disputes FAQs

What is a shareholder dispute?

A legal disagreement between shareholders, often involving control, profit distribution, or governance. 

Can a minority shareholder take action?

Yes. Minority shareholders can issue unfair prejudice petitions or request court intervention. 

Is court action always necessary in a Shareholder Dispute?

No. Many disputes are resolved through negotiation or mediation without litigation. 

What is an unfair prejudice claim?

A legal process allowing shareholders to challenge conduct they believe is unfair or prejudicial to their interests. 

What does it cost to resolve a dispute?

Costs vary depending on complexity. We offer cost estimates and aim for proportionate solutions. 

How do you define a shareholder?

A shareholder is an individual or entity that owns shares in a public or private company. Shareholders hold an investment stake in the company and are entitled to receive dividends. They are also referred to as "members" due to their legal interest in the company, which grants them certain rights and responsibilities regarding the management and operation of the business. In some cases, shareholders may also serve as directors of the company. 

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.

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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.

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Testimonials

Meet Our Specialists

Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.

Adam M Final

Adam Maher

Adam is a Partner and Head of our Dispute Resolution Team

Suzanne

Suzanne Carr

Suzanne is a Partner in our Dispute Resolution Team

Sven

Sven Clarke

Sven is a Partner in our Dispute Resolution Team

Rob B FINAL

Robert Brothers

Robert is a Senior Associate in our Dispute Resolution Team

David Final

David Jones

David is an Senior Associate in our Dispute Resolution Team

Lianne final

Lianne Allan

Lianne is a Senior Associate in our Dispute Resolution Team

Jack Diggines v3

Jack Diggines

Jack is an Associate in our Dispute Resolution Team

Adam S Final

Adam Shiffman

Adam is an Associate in our Dispute Resolution Team

James G final

James Griffiths

James is a Solicitor in 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