Director Disputes Solicitors 

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We Specialise in Resolving Disputes Between Directors

Our specialist director disputes solicitors have been successfully supporting businesses across Birmingham, Northampton and London with their legal boardroom disputes since 2014. With over 100 years of combined experience behind us, we know exactly what works and what doesn’t and we ensure our clients arrive at a favourable outcome.

Pressure on directors can build up to and boil over performance issues or differences in strategic approach. Other causes of dispute may arise from a sudden exercise of control by a majority investor or a group of shareholders coming together.

Whatever the cause, the longer a director dispute takes, the bigger the negative impact on the business.

To secure the financial future of your company while protecting, at Witan Solicitors, we help you resolve the conflict swiftly and efficiently.

If you are involved in a dispute between directors, speak to one of our director dispute resolution solicitors in London, Birmingham and Northampton at info@witansolicitors.co.uk so we can offer legal advice as quickly as possible.

How We Can Help You With Your Director Disputes

The company’s solicitor’s first duty is to act in the best interests of the company so you will need outside help if you are involved in a director dispute. We can advise on preparatory steps and guide you through the process to help you achieve objectives while ensuring your full compliance with all legal and regulatory provisions including:

• Locking-in support, for example, by personal agreement between shareholders as to how they will exercise their voting rights
• Removing directors who are put forward for annual re-election; and making use of the various statutory procedures (in particular, the right to remove a director under section 168 of the Companies Act 2006).
• Appointing directors in line with the company’s articles of association when another director wants to block the appointment
• Resolving issues with breach of director’s duties including conflict of interest, failure to act in the best interest of the company, exploit of information and assets acquired as a director after leaving the company
• Discrepancies between salaries of directors when those have not been properly communicated to the board members
• Dealing with insolvency-related issues, such as resolving financial and personal liability issues for directors whose company is insolvent or is facing insolvency
• Advising directors facing litigation on matters such as breaches of the director’s duties where peaceful resolution isn’t a viable option
• We help directors achieve legal compliance 

We can advise on Chapter 2 of Part 10 of the Companies Act 2006 (CA 2006) which codified certain common law and equitable duties of directors. We can help with compliance and when things go wrong.

• To act within powers
• To promote the success of the company
• To exercise independent judgement
• To exercise reasonable care, skill and diligence
• To avoid conflicts of interest
• Not to accept benefits from third parties
• To declare an interest in a proposed transaction or arrangement

International Directors’ Disputes

Facing a complex directors’ dispute across multiple jurisdictions? Witan Solicitors can help. Our commercial litigation services have an international scope as we have a team of experienced international law experts who speak over ten languages.

For cases where one party is based in a Lugano Convention 2007 signatory country (Norway, Denmark, Iceland and Switzerland) or outside of the EU, a judgement will have to be made before your claim can be brought to a court in England or Wales. Whatever the outcome, we will fight to ensure that you are granted a favourable judgement which can be enforced across multiple jurisdictions.

Are you experiencing disagreements and personal differences with the other directors? Read what our team of solicitors recommend.

How We Resolve Director Disputes

Our director dispute solicitors in London, Birmingham and Northampton regularly work with commercial clients to resolve disputes involving directors and we have a wide range of dispute resolution methods in our arsenal.

Alternative Dispute Resolution (ADR)

Our experts are well-versed in alternative dispute resolution techniques and if you are willing to resolve the conflict peacefully, we will try to negotiate a favourable settlement on your behalf. We have trained negotiators and mediators on the team who can work to obtain an outcome everyone is satisfied with quickly and without the multiple inconveniences of going through a complex legal dispute in court. 

Court Representation

Where directors’ disputes are only resolvable in court, our solicitors can guide you whether you wish to make a claim or you need to defend yourself from a claim against you. Our track record, dating back to 2014, shows we have what it takes to win cases for our clients in the courtroom. 

Our Approach to Director Disputes Resolution

At Witan Solicitors, we employ a commercially-minded approach to help resolve director disputes in the most efficient way and secure a resolution that protects your best interests.

Our specialist solicitors in Birmingham, London and Northampton will begin by getting all the details about your dispute between directors. Some of the things we’ll discuss are whether the dispute is based on a breach of legal duties or misalignment of strategic views, as well as whether the directors are also shareholders and what agreements have already been made. 

Our strategy is always to protect the interests of our clients but we will also give you straightforward and honest advice on all the risks involved for the business and for you. We ensure that you are in the driving seat by avoiding legal jargon as much as possible to give you a clear understanding of how your dispute is progressing. 

To achieve an outcome that is in line with your goals, we adapt our strategy accordingly. We always begin by attempting to negotiate a peaceful resolution via a mutually beneficial agreement as this is the quickest and most effective way to resolve a conflict. 

If that is not possible, we will work on a solution that takes into account the articles of association, as well as the shareholders’ rights and the employment protection legislation. 

Our Experience In Director Disputes Resolution

Our team of commercial lawyers regularly resolve a variety of director disputes from the removal of directors to breach of legal responsibilities. You can rely on us for legal support, whether the director is still in the business or if they have already left the company. 

Witan Solicitors is a corporate law firm recognised by the Legal 500, featuring expert commercial litigators, as well as trained negotiators and mediators. Having worked with small family businesses and large corporations, we have the capability to adapt our strategy and approach to the needs of your company, however complex they may be. 

Funding Options

At Witan Solicitors, we build transparent relationships with our clients, starting with the pricing. From our fixed-fee start to litigation funding and affordable hourly rates, we provide a clear list of funding options for you to choose from. Our team will be happy to help you understand the pricing solutions available and decide which one would work best for your specific situation. All you have to do is call us to book your initial consultation free of charge.

Why Choose Witan Solicitors?

• 100+ Years of Combined Experience: Director disputes are often complex but with over 100 years of combined experience, our team can offer the right advice
• Proven Track Record: We have an excellent success rate in resolving director disputes for our clients since 2014
• Legal 500 Recognised: Our Solicitors have been recognised in the Legal 500
• Industry Experts: We always strive to do better and we are eager to expand our knowledge all the time
• Multilingual Support: With team members fluent in more than 10 languages, we are perfectly equipped to offer international legal advice
• Director Dispute Resolution Experts Near You: You can meet our director dispute solicitors in London, Birmingham and Northampton

Our free, no-obligation initial consultation is designed to help you decide whether you want to work with us or not without any risk. Book yours and speak to a director disputes solicitors today.

FAQ

Can a director be dismissed by another director?

The dismissal of a director isn’t part of the commercial day-to-day decisions, so it is usually subject to a board resolution. This means that a director can propose the dismissal of another director to the board but the decision will be dependant on the result of the vote. More than a 50% majority is needed for the proposal to pass. 

Under the Companies Act 2006, this process is sufficient to grant the dismissal of a director regardless of anything said in the company’s articles of association or their employment contract. However, the articles of associations can include provisions to protect directors who are also shareholders by granting them special voting rights when it comes to board resolutions regarding their removal. 

The process of removing a director is extremely complicated and carries several considerations, so it is always best to seek legal counsel before you take action. 

If a director is dismissed, what happens to their shares?

Removing a director doesn’t have an impact on their shares unless an automatic transfer of shares upon dismissal has been agreed upon in the shareholders’ agreement.

What is a deadlock in directors’ dispute resolution?

Deadlock occurs when the board of directors reach a 50%-50% split vote and a decision cannot be made via a board resolution meeting. In a  deadlock situation, finding a suitable resolution becomes a complex legal matter so you may be advised to look into selling the business. 

What are the most common causes of a directors’ dispute?

Disputes between directors often arise when: 

• The directors don’t see eye to eye when it comes to the business strategy
• The relationship between the directors is poor 
• There is a conflict of interest (e.g. when the company works with another business owned by one of the directors)
• The director believes that the board is taking important decisions
• The business is facing insolvency
• Contract disputes arise
• Personal circumstances change significantly

How to prevent disputes between directors?

Communication is key to maintaining good relationships in the boardroom together with a clear Shareholders Agreement and where necessary Director Service Contracts. Also, having constant access to legal advice can help bring a rational perspective on the ramifications of various issues discussed by the board. 

Do all directors’ votes have the same value?

This depends on the company’s articles of association. In some instances, directors who are shareholders may be given special voting privileges. 

I disagree with a decision made by the board at a director meeting I didn’t attend. Can you help?

If the reason for your non-attendance is that you haven’t been given adequate notice for the meeting, then any decisions made during that meeting are not legally binding. 

If the process has been followed and you have been given adequate notice, then you may be able to turn to the Court to appeal the decision you disagree with. Witan Solicitors can help you with such appeals. 

What happens if one director wants to liquidate and the other doesn’t?

A common strategic dispute between directors can occur when one director wants to liquidate the business and the other wants to continue the business. The simplest solution is to have the director who wants to leave the business simply resign willingly but that rarely happens. 

If there are additional shareholders who can vote on the liquidation of the business then the strategic direction can be decided by a board of directors’ vote. 

If that’s not possible, then a buy-out could be a good solution. If the dispute comes as a result of a divorce between two of the partners in a family business, then winding up the business on special grounds may be possible. 

What can be done to resolve a director dispute?

The most suitable dispute resolution solution will depend on the specific circumstances of each case. However, in general, it is recommended that a resolution is achieved through alternative dispute resolution (ADR) techniques which include negotiation between both parties to reach a mutually favourable outcome.

Unfortunately, disputes between directors are often complicated by personal grievances, so a peaceful resolution may not be possible. If the case, you should consult with your solicitor regarding the appropriate legal steps to take to have the dispute resolved in court. The process usually begins with a formal Letter of Claim detailing your grievances and your intent to make a claim.

What rights do shareholders have?

The shareholders’ rights are detailed in the original shareholders’ agreement. In principle, shareholders make decisions based on gaining a certain percentage of favourable votes from the other shareholders. Depending on the type of decision in question, some will require a majority of votes from the present shareholders and some – a higher percentage majority from all shareholders.

Can a director be dismissed by shareholders?

A shareholder who owns at least 5% of the voting rights can start the process of a director’s dismissal by calling an assembly of the majority shareholders. To be successful, they have to get 51% of the votes in favour. At this point, a director, who is also an employee of the business, will have to have their contract terminated.