Director Dispute Solicitors
Experienced, Practical Advice to Resolve Boardroom Disputes Efficiently
Disputes between company directors are, regrettably, not uncommon. Tensions at board level can escalate quickly—especially when individuals are used to exercising control or have differing visions for the business. When left unresolved, these disputes risk causing significant commercial, reputational, and financial harm to the business.
Our disputes team advises companies, directors, and shareholders across the UK on how best to handle such issues—discreetly, strategically, and with minimal disruption to the business.
Common Types of Director Disputes
Director disputes typically fall into one or more of the following categories:
- Strategic disagreements – Conflicts over the future direction of the business, investments, or major decisions.
- Governance and procedural issues – Questions around voting rights, board procedures, or compliance with articles of association.
- Allegations of misconduct or breach of duty – Claims that a director has acted outside their remit, in bad faith, or contrary to the interests of the company.
- Appointments and removals – Disputes over the right to appoint or remove a director, often linked to broader shareholder or factional issues.
These issues are rarely isolated. They often reflect deeper commercial or personal differences, and resolving them requires legal and strategic precision.
Breach of Directors’ Duties
All directors are bound by statutory duties under the Companies Act 2006, including the duties to:
- Act in the best interests of the company
- Avoid conflicts of interest
- Exercise independent judgment
- Promote the success of the company
Disputes may arise while directors are still serving—such as over potential conflicts, misuse of company assets, or secret dealings—or after a director has left, for example where there are concerns about the use of confidential information or business opportunities learned during their tenure.
We regularly act for parties in these types of disputes and understand the practical and evidential issues that arise, particularly where duties have been breached in subtle or hard-to-detect ways.
Appointment and Removal of Directors
Disputes frequently arise over:
- Blocking the appointment of a proposed director, often where shareholders are at odds
- The removal of a director, especially where a company has multiple shareholders and competing interests
Although the Companies Act and a company’s articles of association provide frameworks for appointment and removal, disputes often revolve around the interpretation of rights, board voting procedures, or the enforceability of shareholder agreements.
Our commercially focused lawyers provide clear, strategic advice on both the legal position and the wider implications of pursuing or resisting a director’s removal.
How We Work
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We understand that director disputes are sensitive and often require rapid intervention to avoid damage to the company. Our approach is:
- Strategic – We assess both the legal merits and the wider commercial context to guide you to the right outcome.
- Efficient – We seek to resolve matters swiftly, often through negotiation or mediation, but we are fully prepared to litigate where required.
- Confidential – We know how important it is to minimise reputational risk and internal disruption, particularly in family-owned or high-profile businesses.
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Dispute Resolution Expertise
Our experienced litigation solicitors have represented directors and companies in:
- Derivative claims and minority shareholder actions
- High Court litigation involving claims for breach of duty
- Urgent injunction applications to restrain or compel director action
- Mediation and other forms of Alternative Dispute Resolution (ADR)
- Complex boardroom disputes
Whether you are facing a dispute or seeking to protect your position before one escalates, our team can guide you through the legal, strategic, and practical aspects every step of the way.
Key Contact
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Frequently Asked Questions
Find answers to your most pressing questions about our services and processes.
What are the most common reasons for disputes between directors?
Director disputes often arise from disagreements over the future direction of the business, allegations of misconduct or breach of duty, or conflicts over the appointment or removal of a director. These disputes may stem from personality clashes, unclear governance structures, or competing shareholder interests.
What duties do directors owe under UK law?
Directors owe a number of statutory duties under the Companies Act 2006, including the duty to promote the success of the company, avoid conflicts of interest, exercise reasonable care and skill, and act within their powers. Breaching these duties can give rise to legal action by the company or shareholders.
Can a director be removed without their consent?
Yes, a director can be removed by the shareholders using the procedure set out in the Companies Act 2006, or in accordance with the company’s articles of association. However, the process must be followed carefully, and there may be contractual or employment law consequences, particularly if the director also holds a service contract.
What should I do if I suspect another director is breaching their duties?
You should take early legal advice. Acting too quickly without advice or without evidence could escalate the situation or expose you to liability. Our team can help assess whether there is a genuine breach of duty, advise on options such as internal investigation or board action, and protect your position if matters develop further.
How can director disputes be resolved without going to court?
Many director disputes can be resolved through Alternative Dispute Resolution (ADR) methods such as mediation, negotiation, or expert determination. These methods are generally faster, more cost-effective, and private. We will always explore settlement options before recommending litigation.
Can a minority shareholder take legal action if they believe a director is acting improperly?
Yes. In certain cases, minority shareholders can bring a derivative claim on behalf of the company or apply to the court for relief under unfair prejudice provisions. These are complex claims, and early advice is essential to assess your standing and the strength of the case.
What evidence is needed to support a claim against a director?
Evidence might include board minutes, email correspondence, financial records, shareholder agreements, or internal communications. The stronger and more contemporaneous your evidence, the better the prospects of resolution. We can assist with gathering and evaluating relevant documents.
Do you act for individual directors or for companies?
We act for both. We regularly represent companies, boards, individual directors, and shareholders—whether they are bringing or defending a claim. We will always identify and manage any conflict of interest at the outset and can work alongside your internal or external advisers where appropriate.
How much will it cost to resolve a director dispute?
Costs vary depending on the complexity of the dispute, the legal process involved, and whether the matter settles early or proceeds to court. We offer initial fixed-fee consultations, clear fee structures, and alternative funding arrangements in appropriate cases. Cost transparency is a priority from the outset.
Can you help prevent director disputes?
Yes. We regularly advise businesses on setting up clear governance structures, director service agreements, and shareholder agreements to prevent ambiguity and reduce the likelihood of future disputes. Prevention is often the best—and most cost-effective—strategy.