Don’t air your shareholders’ dirty laundry

Shareholder disputes normally fall within two categories. The first is where a shareholder is outvoted by a majority which is acting against the interest of the company. The second is where a rogue director is “on a frolic of their own”; that is, they are acting for their own benefit or that of third parties. In such circumstances, minority shareholders can issue either a derivative claim or a claim for unfair prejudice.

In England and Wales, shareholders are protected by sections 260 and 994 of the Companies Act 2006. Publicly listed companies can also rely on the Financial Services and Markets Act 2000, or common law principles. Although these provisions are often adequate, companies may wish to consider arbitration when they want to keep their affairs private.