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At Barnes Law, we advise shareholders, directors and companies on complex shareholder disputes, including disagreements over control, management, dividends, share transfers, valuation and alleged breaches of shareholder agreements or directors’ duties.
Our shareholder dispute solicitors act for both majority and minority shareholders, helping clients protect their commercial interests, resolve deadlock and pursue or defend claims through negotiation, mediation, arbitration and litigation where needed.
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Shareholder disputes often arise where commercial relationships have broken down and the interests of individual shareholders, directors and the company no longer align. Our shareholder dispute lawyers advise on disputes involving unfair prejudice, minority shareholder rights, breaches of shareholder agreements, director misconduct, deadlock, disputed exits and the misuse of company assets.
We focus on identifying the client’s commercial objective early, whether that is preserving control, securing an exit, protecting the value of a shareholding or resolving the dispute without prolonged litigation.
Our shareholder disputes team has established a strong reputation in successfully representing businesses, business owners and high-net worth individuals throughout the UK, Europe and the Middle East.
We advise shareholders, directors and companies on unfair prejudice petitions, derivative claims, breaches of shareholder agreements, deadlock, director misconduct, disputed exits and urgent applications.
We are proud to be recognised by the leading directory Chambers & Partners for our work on shareholder disputes.
A shareholder can bring a petition under section 994 of the Companies Act 2006 where the company’s affairs have been conducted in a way that unfairly prejudices their interests. Common examples include exclusion from management, withholding dividends, excessive remuneration, dilution and diversion of business opportunities.
We advise minority shareholders on disputes involving voting rights, access to information, dilution, board representation and exclusion from decision-making. These issues often overlap with unfair prejudice claims and quasi-partnership disputes.
We advise on breaches of shareholder agreements, including reserved matters, voting rights, funding obligations, share transfers, restrictive covenants, deadlock provisions and exit mechanisms. We work closely with our commercial law team where the dispute also involves wider contractual arrangements.
Deadlock commonly arises where shareholders with equal voting power cannot agree on key decisions. Our shareholder dispute solicitors advise on contractual deadlock mechanisms, negotiated buy-outs and, where necessary, court proceedings or arbitration where the relevant agreement provides for it.
A derivative claim allows a shareholder to pursue proceedings on behalf of the company in relation to director wrongdoing, including breach of duty, negligence, default and misuse of company property.
We advise on disputes involving conflicts of interest, diversion of business opportunities, misuse of company funds and alleged breaches of directors’ duties.
We advise on negotiated exits, share buy-outs, compulsory and voluntary transfers, leaver provisions and disputes over the value of a shareholding. Where an exit involves a wider restructuring, investment or transfer of ownership, our corporate team can also advise on the underlying transaction.
Under section 122(1)(g) of the Insolvency Act 1986, the court can wind down down a company where it is just and equitable to do so, including in cases of serious deadlock or breakdown of a quasi-partnership.
Urgent relief may be required to prevent share transfers, asset dissipation, misuse of confidential information or significant corporate action while the underlying dispute is being resolved. These matters often form part of wider commercial litigation and dispute resolution proceedings.
An unfair prejudice petition is a claim under section 994 of the Companies Act 2006 brought where a company’s affairs have been conducted in a way that unfairly prejudices a shareholder’s interests.
Unfair prejudice can include exclusion from management, withholding dividends, excessive remuneration, dilution of a shareholding, diversion of business opportunities and misuse of company assets.
The court has wide powers, but the most common remedy is an order requiring one shareholder to purchase another’s shares at a fair value.
A minority shareholder can challenge exclusion from management, denial of agreed rights and other prejudicial conduct through an unfair prejudice petition or other shareholder remedies.
A 50/50 shareholder deadlock can be resolved through contractual deadlock mechanisms, negotiation, a share buy-out, mediation, arbitration or court proceedings.
Yes. A shareholder can pursue a derivative claim on behalf of the company where a director has committed wrongdoing such as breach of duty, negligence, default or misuse of company property.
A derivative claim allows a shareholder to bring proceedings on behalf of the company against a director or other responsible party for wrongdoing suffered by the company.
Yes. The court can order a share purchase in unfair prejudice proceedings, and shareholder agreements can also contain compulsory transfer or exit provisions.
Share valuation usually considers the company’s financial position, the rights attached to the shares and the circumstances of the dispute, with expert valuation evidence often used where the parties cannot agree.
Yes. The court can order a company to be wound up on just and equitable grounds under section 122(1)(g) of the Insolvency Act 1986, including in cases of serious deadlock or breakdown of a quasi-partnership.
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We offer an experienced team of corporate law solicitors with exceptional track records and strategic foresight.
Barnes Law is proud to be recognised as a market leader in the prestigious Chambers & Partners UK 2026 guide.
We act for high-net worth individuals, entrepreneurs and business owners who value discretion, responsiveness and trust.
Our approachable team, with a partner-led approach, specialises in addressing diverse complex legal challenges. Whether you represent a small to medium-sized enterprise, an entrepreneur, or a high-net-worth individual, we provide expert advice tailored to the intricacies of your case. For a consultation on how Barnes Law can assist you, please call us on +44 (0) 208 092 2700 or email info@barnes-law.co.uk.
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