Shareholder Disputes Solicitors in London, Birmingham and Northampton

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Pressure on directors can build up 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. The company’s solicitor’s first duty is to act in the best interests of the company so you will need outside help.

Our shareholder dispute solicitors 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).

Your initial consultation will be free of charge, and if we both agree to work together, we will give you transparent guidelines on fees you can expect to invest. To book your free, no-obligation consultation, speak to our shareholder dispute solicitors in Birmingham, London and Northampton.

Who We Are

Witan Solicitors is a successful law firm recognised by the Legal 500, with an excellent reputation and a track record of winning cases dating back to 2014. Our shareholder dispute team has more than a hundred years of combined experience under their belt and can help with a wide range of legal matters related to shareholder disputes, including unfair prejudice petitions, winding up petitions, claims against directors, derivative action and breach of a shareholder agreement claims. With offices in London, Birmingham and Northampton, we are perfectly positioned to assist clients across the UK. 

Our Approach

We approach every case with a commercially focused mindset and offer actionable advice that leads you to a fast and effective resolution of your problem. 

Our team will work with you to align our legal strategy with your business goals, saving you time and money. With us, legal jargon doesn’t get in the way of you making clear decisions about the future of your case, as we break down complex legal concepts to make them understandable. We act as your guide when you are facing challenging legal matters, leaving you in the driver’s seat.

At Witan Solicitors, we are trained in alternative dispute resolution (ADR) techniques, negotiation and mediation, and we always strive, where possible, to resolve shareholder disputes outside of court, protecting you from lengthy court action that can negatively impact your finances, reputation and your life. In the cases where a favourable agreement can not be reached, we have an excellent track record of winning cases in court. 

Shareholders Disputes

Shareholder disputes often arise when a minority and majority shareholder disagree. If you believe that a shareholder is not acting in the best interests of the company, we can help you exercise your statutory and contractual rights.

Our shareholder dispute solicitors can analyse the situation and establish whether your rights have been breached. We work both with minority and majority shareholders to resolve disputes swiftly. Our experts will guide you to a peaceful resolution where possible and we will take court action if needed (including winding-up petitions and/or an unfair prejudice petition).

Partnership Disputes

Unfortunately, business partners don’t always see eye to eye and when commercial decisions, such as recruitment, retirement or significant changes to the direction of the business cannot be agreed upon, partnership disputes can occur.

Our partnership dispute resolution team handles such sensitive issues with the required delicacy to resolve the conflict as amicably as possible and protect your and your company’s interests. Our solicitors in London, Birmingham and Northampton can provide legal counsel in matters, such as dissolution, breach of fiduciary duty, winding up and more.

When Can Shareholder Disputes Arise?

Generally speaking, a business (lawyers often call it “commercial”) dispute arises when:

• A director or shareholder is excluded from the management of the business
• A director pays himself a greater salary or benefits than others
• The company changes its dividend policy
• A director is alleged not to pull his or her weight but still draws salary and dividends from the business
• A director sets up in competition with the company or diverts its business
• A partner is treated unfairly in some way

Those are just examples of some of the disputes we encounter regularly, so if you’re currently experiencing a shareholder dispute, you’re in the right place. Witan Solicitors have years of experience in successfully resolving business disputes, and our shareholder dispute resolution solicitors in Birmingham, London and Northampton are here to help you achieve a positive outcome fast. 

What happens when shareholders cannot agree? Read what our team of solicitors recommend doing. 

Our Awards

We are immensely proud of the Commercial team, whose outstanding work has been recognised by SME News and APAC Insider.

When Can Shareholder Disputes Arise?

Generally speaking, a business (lawyers often call it “commercial”) dispute arises when:

• A director or shareholder is excluded from the management of the business
• A director pays himself a greater salary or benefits than others
• The company changes its dividend policy
• A director is alleged not to pull his or her weight but still draws salary and dividends from the business
• A director sets up in competition with the company or diverts its business
• A partner is treated unfairly in some way

Those are just examples of some of the disputes we encounter regularly, so if you’re currently experiencing a shareholder dispute, you’re in the right place. Witan Solicitors have years of experience in successfully resolving business disputes, and our shareholder dispute resolution solicitors in Birmingham, London and Northampton are here to help you achieve a positive outcome fast. 

What happens when shareholders cannot agree? Read what our team of solicitors recommend doing. 

Shareholder Dispute Resolution with Witan Solicitors

Shareholder dispute resolution is a complex process, so to ensure we have the right strategy in place, we first provide an early assessment of your dispute and set out your options for resolving it. Our team will always look for the best possible solution that allows you to reach a beneficial outcome as quickly and as amicably as possible. 

Some of the ways we can help you resolve your dispute include:

• Buyback of shares & independent valuation: We can assist with that process, bringing in our specialist accountants to ensure the business is properly valued and that your interest as our client is properly recognised.
• Mediation: Sometimes, mediation is a necessary part of the process, and our experienced mediators will be there to ensure all parties discuss and agree on both the valuation and the overall settlement
• Court Action: If the shareholder dispute cannot be resolved amicably, court action may be required; if that is the case, Witan Solicitors have the knowledge and experience to represent you in the courtroom 

Generally speaking, most business disputes are resolved by one shareholder selling their shares to the remaining members and most disputes can be resolved out of court but our specialist shareholder dispute solicitors can provide the necessary legal assistance whichever way your case goes. 

What If I Have to Go to Court?

If your case is brought to court, there are a number of claims that you could potentially face in regards to a shareholder dispute. Those include: 

• Unfair prejudice petitions – Where the court may order shareholders to buy or sell shares. Read what our shareholder dispute solicitors think about unfair prejudice petitions.
• Derivative claims – Seeking the court’s permission to bring claims on behalf of the company, including against directors who have diverted the company’s business or set up in competition with the business but use their board control to prevent the company from bringing its own claim.
• Winding up petitions – Where the court orders the liquidation of the company and the sale of its assets.

Who We Can Help

Established in 1986, Witan Solicitors has a proven track record of successfully resolving shareholder disputes for commercial clients across various business models, including partnerships, limited liability partnerships and limited companies. 

Our dispute resolution experts regularly work with companies in all major sectors, including retail, leisure, medicine, accounting and more, so whatever your industry is, feel free to get in touch with our team for advice. 

Directors

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.

We can also advise on Directors Liability both Criminal and Civil.

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: With over 100 years of combined experience under our belts, we know how to best resolve shareholder disputes
• Established in 2014: With nearly a decade of history behind us, Witan Solicitors is a trusted legal partner for clients across the UK
• Legal 500 Recognised: Our Solicitors have been recognised in the Legal 500
• Industry Experts: We keep our knowledge up to date and we are always ahead of the curve when it comes to commercial litigation
• Multilingual Support: We speak over 10 different languages, offering tailored advice to UK and international clients alike
• Shareholder dispute resolution experts near you: Our shareholder dispute solicitors are based in three key locations – London, Birmingham and Northampton

Book your initial consultation for free to find out whether Witan Solicitors is the right fit for your needs. You are under no obligation to work with us afterwards if you don’t want to. Speak to our shareholder disputes solicitors at info@witansolicitors.co.uk for advice.

FAQ

Will I have to go to court?

We can’t answer that question for sure, but what we can tell you is that most of our clients are able to resolve their disputes without having to go to court. Not only is a court case time consuming, emotionally draining and expensive, we’re also well aware that business must go on, and that all parties’ interests are best served by reaching an amicable conclusion, rather than the expensive and unpleasant process of litigation.

What shareholder dispute resolution options are there?

If a shareholder dispute can be resolved peacefully via a mutually beneficial agreement between all parties involved, this is always the preferred option. Usually, this is achieved through mediation and an agreement to buy back the shares of one of the shareholders. 

If this is not possible, the dispute may need to be resolved in court where a variety of claims can be made depending on the case, including winding-up petitions, unfair prejudice petitions and more. 

When do disputes between directors and shareholders arise?

When certain decisions by directors require the approval of shareholders, a dispute can arise. Situations when this can occur include: 

• Business sale
• Changes to the salary of the management team
• Transferring the business or making changes to it  

Can a director be removed by the shareholders?

Yes. Provided the shareholders collectively have more 51% or more of the shares, they can remove a director at a General meeting. 

Who has the final word in a dispute between shareholders and the board of directors?

Depending on the company’s articles of association and the shareholders’ agreement (if there is one), the power of the shareholders will vary. Unless the shareholders’ right to overrule a director’s decision is mentioned explicitly in the documents, it is unlikely that a decision made by the board will be overruled unless it is reviewed at a General Meeting.

If you are a shareholder with at least 5% of the capital vote, it is your right to call a meeting to seek an alternative resolution. You may also wish to take action to remove a director or execute your right to appoint directors to change the balance of the vote in the boardroom.

What are the rights of the minority shareholder?

Minority shareholders have limited rights compared to the majority shareholders. Minority shareholder rights vary depending on the percentage of shares/votes they hold in the company. This can be as follows: 

• At least 5%: right to:
  • apply to court to prevent the conversion of a public company into a private company;
  • call a general meeting;
  • require the circulation of a written resolution to shareholders; and
  • require the passing of a resolution at an annual general meeting (AGM) of a public company.
• At least 10%: right to call for a poll vote on a resolution.
• More than 10%: right to prevent a meeting being held on short notice .
• At least 15%: right to apply to the court to cancel a variation of class rights, provided such shareholders did not consent to, or vote in favour of, the variation.
• More than 25%: right to prevent the passing of a special resolution.
• If a decision is thought to be unfairly prejudicial to minority shareholders, a shareholder can bring an “unfair prejudice” claim. There is no minimum shareholding required for bringing such an action

When does a director need the approval of shareholders to make a decision?

The types of director decisions that require approval and those that don’t are detailed in the shareholder’s agreement. Decisions that usually can’t be made single-handedly by a director and have to be approved by the shareholders include:

• Selling part of the business
• Payment of dividends
• Changing the company structure
• Making changes to the Articles of Association