Director and Shareholder Disputes

The weight of duties and regulations attached to directors at all levels has increased considerably in recent years, with emphasis being placed on individual responsibility. The changes show no sign of abating.

Those involved in owning and running smaller entities (whether companies or LLPs) face many of the same issues as directors of listed companies. However, they also face the additional concern of properly protecting their personal position and investment within the entity once the honeymoon period is over.

Why we are different

The advice of our specialist group ensures that directors, shareholders, partners and owner managers work well together without fear for the future. We can assist with day-to-day operational activities, such as drafting agreements and advising on powers, duties and liabilities. We can also act where problems arise between the stakeholders in the entity (such as partnership, shareholder or member disputes) or where action is taken from outside (such as governmental action).


  • Breach of duty
  • Director disqualification
  • Directors' duties and liabilities
  • Insolvency
  • Partnership and LLP agreements
  • Partnership duties and liabilities
  • Purchase of shareholder interests
  • Removal of directors and partners
  • Shareholder agreements
  • Wide ranging dispute resolution


  • Settlement of a director-shareholder deadlock through the issuing of a winding up petition to agree a departing directors' terms.
  • Settlement of an action brought by shareholders for the recovery of the full value of their loan notes.
  • A successful settlement for a redundant director who had been told to deliver up his share certificates.
  • Removal of a director of a company despite being unable to call a quorate meeting.
  • Negotiation of a directors disqualification to lessen punitive undertakings.
  • Defence of a plc finance director's termination due to allegations of dishonesty. All allegations were formally and publicly withdrawn.
  • Negotiation of a settlement with the FSA through their mediation process for a managing director under investigation.
  • Settlement of various partnership disputes both by way of technical dissolution and by agreement.
  • Advising members of an LLP on their rights and obligations following a dispute about LLP property.
  • Set up of various commercial JV/shareholder arrangements, notably in the property, technology and retail sectors.
  • Advising the board of directors of a UK plc in relation to their duties under common law, statute and regulation (including the City Code on Takeovers and Mergers) in the context of a potential takeover.
  • Advising potential shareholders in relation to the set up of joint venture arrangements across a wide variety of industry sectors.
  • Advising the board of directors of client companies (at all stages from capital investment through to second round and beyond) in relation to inward venture capital funding.
  • Advising the management team of client companies in relation to proposed private equity investments, negotiating management's position with both the seller and the institutional investor.
  • Advising seller shareholders in relation to exit arrangements, selling to existing shareholders and/or third party investors.
  • Advising shareholders and directors in relation to general corporate matters on all aspects of corporate finance and M&A activity, including in relation to private equity, venture capital and leveraged buyouts.

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