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Navigating Disputes with Confidence

Disputes between directors and shareholders can create significant challenges for a company. Internal disagreements can slow down decision-making, unsettle staff affecting morale, and potentially put the company at risk of legal action. Whether you’re a majority shareholder, a director facing internal pressures, or a minority investor feeling left out of key decisions, it is important to seek informed and strategic advice.

These disputes often arise from differences in opinion about a company’s direction, concerns over responsibilities and resources or issues related to management access, financial transparency and share value. Disputes are particularly common in family-run businesses, owner-managed companies, or where there’s no clear Shareholder Agreement in place.

Minority shareholders may feel their interests are not being considered fairly, which can sometimes result in unfair prejudice claims under the Companies Act 2006. Directors, meanwhile have specific legal responsibilities to the company and allegations of a breach of those duties carry serious implications. 

At Loch, we take a commercial approach to help navigate these disputes calmly, confidently and with minimal disruption. Whether you want to resolve matters privately, renegotiate your position, or take or respond to legal action, we’ll give you clarity, control, and commercial options.

How Loch can help

We begin by understanding your role, your objectives, and the legal standing of all parties involved. We analyse your company’s Articles of Association, any Shareholder Agreements, and the relevant facts to provide clear advice on where you stand, what rights you have, and the best route to resolution.

If early resolution is possible, we’ll lead negotiations, propose workable restructuring or exit terms, or use mediation to avoid litigation. Where disputes escalate, we act swiftly to protect your interests, whether that means bringing or defending a claim for example, an unfair prejudice petition, issuing proceedings for breach of directors’ duties, or advising on removing a director lawfully.

We frequently advise on:

  • Exclusion from decision-making or management
  • Deadlock between shareholders
  • Breach of directors’ duties
  • Shareholder exits and valuation disputes
  • Misuse of company funds or assets
  • Director removal under the Companies Act 2006 or Articles
  • Enforcing rights under a Shareholder Agreement
  • Protecting minority interests or company value

Our focus is always on resolving matters commercially, protecting the business, its reputation, and your investment.

Key Elements

A shareholder dispute involves the company’s owners, while a director dispute involves those managing the company. They often overlap, especially in Small Medium Enterprises (SMEs) where shareholders and directors are the same people.

Even without one, your rights are protected under the Companies Act 2006 and common law. We’ll review your Articles and advise you on your position, obligations, and available remedies.

Yes. If you believe your interests are being unfairly harmed, you may have grounds to bring an unfair prejudice claim. We can assess your position and help you protect your investment.

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