Shareholder disputes are among the most complex situations in commercial law: they combine legal, financial, operational and often family dimensions. A poorly handled resolution can destroy the value of a thriving business — even more so when it drags on through cross-claims, injunctions and operational blockages. A well-managed resolution, on the other hand, can turn the conflict into an opportunity for restructuring or an orderly exit.
We advise shareholders and companies across the full spectrum of corporate disputes. When viable, we mediate and negotiate. When necessary, we litigate firmly. The objective is always to protect the client's rights and, where possible, preserve the value of the business.
Meetings called with procedural defects, resolutions passed without sufficient quorum, abuse of majority, resolutions affecting minority shareholders' rights. Deadline for challenge: 3 months from the meeting (art. 251 LSC).
Available when a partner seriously breaches their obligations, engages in willful misconduct, or their conduct causes harm to the company. This is an extreme remedy and requires rigorous grounds.
When directors or managers act with fraud, gross negligence or in violation of the company bylaws, shareholders may claim damages (arts. 274 to 279 LSC).
When the company is no longer viable or the rift between shareholders is final, dissolution (art. 94 LSC) and orderly liquidation of assets are the appropriate remedy.
Challenged management decisions, contracts executed without authorization, conflict-of-interest transactions, excessive withdrawals by managers/directors. Each case requires specific analysis.
Majority blocking profit distributions despite available earnings, covert distributions to certain shareholders, indirect undercapitalization of the company.
Application of statutory pre-emption rights under the company bylaws, valuation of shares or quotas, exercise of exit rights (drag-along, tag-along).
Suspension of shareholder resolutions, judicial intervention in management, status quo orders, preventive attachments. Interim measures in corporate disputes can determine the entire course of the case.
Appointment of an observer, co-manager or judicial administrator when there is risk of serious harm. An exceptional tool but extremely effective when the legal requirements are met.
When corporate structures were used to defraud creditors or shareholders, the action to pierce the corporate veil and challenge the tainted acts is available.
Corporate litigation is typically destructive of business value. That is why, before filing suit, we always explore the negotiated path: mediation between shareholders, independent valuation, orderly exit mechanisms (purchase and sale of shares, spin-offs, mergers), interim management agreements. An intelligent negotiated solution preserves value for all parties involved.