Shareholder & boardroom disputes resolutions for start-ups, scale-ups and the entrepreneurially spirited
Disputes between shareholders can threaten the stability, direction, and future of a business. At Ignition Law, our shareholder disputes solicitors understand how disruptive these disagreements can be.
Whether you’re a founder in a scale-up, a minority shareholder protecting your interests, or a board member navigating a 50/50 shareholder dispute, our experienced team can support you.
Our commercial dispute team brings extensive experience in resolving shareholder and director disputes quickly and constructively. We work at your pace, providing advice in plain English and aligning our strategy with your business goals. Our aim is to resolve shareholder disputes in a way that protects your business’s value, preserves relationships, and helps you move forward with clarity.
Whether your dispute involves voting rights, dividend decisions, exit strategies, or offshore shareholder interests, we’ll help you take decisive, commercial action. As a firm built by entrepreneurs, for entrepreneurs, we understand the importance of reaching a swift, strategic resolution.
Our expert team can assist clients in various ways, including:
If you’re facing a shareholder dispute, speak to our expert shareholder disputes solicitors at Ignition Law. You can complete our quick online enquiry form and a member of our team will be in touch.
At Ignition Law, we understand the commercial realities of shareholder disputes because many of our lawyers have navigated them firsthand, whether by launching businesses or managing them. This entrepreneurial insight shapes our approach, delivering speed and clarity when you need it most.
We make sense of complex situations with practical, plain English advice, ensuring you’re always clear on your position. Our priority is to protect your business’s value, keep disruption to a minimum, and deliver practical, long-lasting solutions.
Our team have much experience supporting clients with a diverse range of shareholder disputes, including shareholder and director disputes, offshore shareholder disputes, and 50/50 shareholder disputes.
With substantial expertise across modern sectors, including SaaS, crypto, and creative industries, we understand the unique challenges of fast-paced industries, and we shape our guidance to meet their specific demands.
As a certified B Corp and a firm recognised for excellence in talent management, shortlisted for The Lawyer’s Best Talent Management Award 2025, we proudly champion a people-first culture and a firm commitment to ethical practices. We’ve also contributed expert legal insights to HSBC Innovation Banking’s 2025 Venture Capital Term Sheet Guide, demonstrating our role as a trusted voice for businesses across the UK.
Our team offers strategic guidance from the outset, whether you’re responding to a dispute or looking to enforce your shareholder rights.
We can review shareholder agreements and articles of association to clarify the rights and obligations of shareholders, including provisions around reverse vesting and mandatory share transfers. We support negotiations or mediation with co-shareholders and work to achieve practical, commercial resolutions.
We can also protect your position as a minority shareholder or equal partner, ensuring that you are treated fairly, and assessing potential unfair prejudice claims, so you can make informed decisions to safeguard your interests.
We advise directors and shareholders on the full scope of directors’ duties under the Companies Act 2006, including duties to act in good faith, avoid conflicts of interest, and promote the success of the company.
Whether you’re concerned about a fellow director’s conduct or facing allegations yourself, we’ll provide clear, commercial advice on your responsibilities, risk exposure, and the best course of action.
In more serious cases, we can advise on derivative actions, where shareholders seek to bring a claim on behalf of the company against a director for breach of duty. These situations often require careful handling, particularly when commercial relationships are ongoing.
We help you weigh up the risks, costs, and outcomes to ensure any action is proportionate, well-evidenced, and strategically aligned with your business goals.
We support clients in disputes involving leaver provisions, clarifying whether someone qualifies as a good or bad leaver, and the implications this has on their shareholding and entitlements.
These situations often carry high stakes, particularly when linked to founder equity or employee incentive schemes, so we focus on giving you clear, strategic advice to protect your interests.
Our team also advises on compulsory share transfers and reverse vesting arrangements, which can be complex and time sensitive. Whether you’re enforcing these provisions or challenging their application, we’ll guide you through the detail, help you navigate any valuation issues, and ensure any action taken is legally sound and commercially justified.
When informal negotiation isn’t possible, we can guide you through formal processes such as mediation or arbitration. These alternative dispute resolution methods offer speed, discretion, and cost efficiency, making them a valuable option for resolving shareholder disputes while minimising disruption.
We’ll work closely with you to assess whether shareholder dispute resolution is the best route, helping to preserve business continuity and protect relationships wherever possible.
Where an amicable resolution proves unachievable, and an exit becomes the most pragmatic solution, Ignition Law can guide you through the intricacies of exit strategies. Our experienced corporate lawyers understand the need to safeguard value and manage reputational and operational risks.
Whether through share buybacks, management buyouts, or structuring the sale of shares, we ensure that exits are handled smoothly.
Settlement agreements can offer a clean and efficient way to bring shareholder disputes to a close, provided the terms are carefully negotiated. We advise clients on the preparation, review, and negotiation of settlement agreements to ensure they reflect your rights, protect your commercial position, and minimise future risk.
Whether you’re exiting the business, restructuring ownership, or resolving a dispute between co-founders, we focus on getting the details right, so you can move forward with confidence and certainty.
In cases where urgent relief is needed, such as injunctions or enforcement, our expert team can support you through court proceedings. We can also advise on emergency remedies, including freezing orders or board control actions, to secure your position quickly and effectively.
Our team has a proven track record of managing complex shareholder disputes, bringing confident, precise action to complex and high-pressure situations. Our goal is to guide you through these legal challenges with transparency and efficiency, ensuring your interests are safeguarded at every stage.
A shareholders’ dispute is a disagreement between a company’s shareholders, often involving decisions about the company’s management, ownership, finances, or future direction. These disputes can arise between founders, investors, directors, or family shareholders and may relate to profit sharing, voting rights, business strategy, or breaches of agreements.
The method used to resolve shareholder disputes depends on the circumstances. Many are settled through negotiation or mediation, especially when maintaining relationships is key. Others may require arbitration or Court action, particularly if there are allegations of unfair prejudice or breaches of fiduciary duty. Seeking advice early is essential to protect your position.
Your rights depend on your shareholding percentage, the articles of association, and any shareholder agreements in place. Key rights include access to information, participation in decision-making, receiving dividends, and bringing claims in certain situations.
Minority shareholders may have limited control, but the law protects them against unfair prejudice. If the majority’s actions treat them unfairly, legal remedies are available.
Majority shareholders hold greater voting power and influence, but they must act fairly and comply with company law and the shareholder agreement, especially when dealing with minority shareholders.
It depends on the asset, the company’s constitution, and whether any special resolutions are required. In some cases, directors can act without shareholder approval, but large transactions or those involving conflicts of interest often require shareholder input. If you suspect an asset sale was improper, it’s important to seek legal advice quickly.
If you’re facing a shareholder dispute, speak to our expert shareholder disputes solicitors at Ignition Law. You can complete our quick online enquiry form and a member of our team will be in touch.
Legal Considerations
Review the articles of association and any relevant shareholders or founders agreements.
The common law and equitable duties of directors (and shadow and de facto directors) are codified in section 170 of the Companies Act 2006. These duties include:
“Unfair prejudice” is a legal action that exists pursuant to s.994 of the Companies Act 2006 to offer statutory protection for oppressed minority shareholders. When a shareholder feels that a company’s board of directors is acting in a way that prejudices him/her as a shareholder or a group of shareholders, that shareholder (or the affected group of shareholders) may have a right to bring an action for “unfair prejudice”.
In order to bring such a claim, a shareholder must show that:
The following is a non-exhaustive list of what the Courts have previously considered to amount to unfair prejudice:
The Court has a wide discretion when it comes to relief and can order that the company’s affairs are judicially regulated in future or that the company refrain from acting in a certain way. Most frequently the remedy granted is to provide for the purchase of the shareholding of the unfairly treated member by the other shareholders or by the Company itself and, in the case of the purchase by the Company itself, the reduction of the Company's capital accordingly. The applicable valuation is often the price that would have been achieved as if the unfairly prejudicial treatment had not taken place.
Under s.122(1)(g) of the Insolvency Act 1986 (“IA 1986”) a company may be wound up by the Court if ‘the court is of the opinion that it is just and equitable the company should be wound up’. The grounds of what may constitute ‘just and equitable’ are not exhaustively defined but can include:
It should be noted that even if the criteria for bringing a claim for a just and equitable winding up can be met, the Court may still refuse to grant the relief on the basis that there is an alternative remedy available. Since this is both a discretionary remedy and drastic in nature, the Court may deem that it is unreasonable for the petitioner not to pursue an alternative remedy where a realistic one exists (s.125 IA 1986).
Find out how we can help with shareholder disputes & boardroom fall-outs.
Other factors to Consider
Other factors to Consider
Company buyback of shares and subsequent cancellation. This can be a useful route provided 75% of the shareholders will consent as the Company meets the acquisition cost; however it must have sufficient surplus cash.
If a founder is looking to step aside then perhaps a reorganisation can assist with the variation of rights but retention of financial reward.
An anti-embarrassment clause can operate effectively in any settlement agreement, with the sale price for shares being uplifted if an event such as a sale of the business occurs or funding is received subsequent to exit.
A key to the resolution of a dispute is often an independent valuation of the relevant shareholding. To secure this the parties will need to determine the basis of the valuation.
News, Insights & Resources
During the recent session from our ‘General Counsel Know How’ series, senior corporate disputes lawyer Simon Engelsman led an interesting discussion on the various ways in which directors of limited companies can be found personally liable for actions carried out on behalf of those companies.
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