Diagnosis of the dispute
Analysis of the articles, the shareholders' agreement, the corporate decisions, the relationships between shareholders and the history of the dispute. Identification of the legal levers and the risks.
→ Corporate · Sub-expertise
Disputes between shareholders paralyze the company and destroy value. Our approach combines amicable negotiation, urgent judicial measures and exit strategy to resolve the situation on a lasting basis. We defend both majority shareholders facing a deadlock and minority shareholders who are victims of abuse, with one priority: restoring decision-making capacity.
→ What we cover
Analysis of the articles, the shareholders' agreement, the corporate decisions, the relationships between shareholders and the history of the dispute. Identification of the legal levers and the risks.
Attempt at a negotiated resolution: mediation, direct negotiation sessions, proposals to reorganize governance or to negotiate the exit of a shareholder.
Court action against abusive decisions taken to the detriment of a category of shareholders (a vote contrary to the corporate interest, systematic blocking of an essential decision).
Summary proceedings to suspend a contested decision, appointment of an interim administrator in the event of a major deadlock, judicial expertise to assess a contested situation.
Exercise of the agreement's clauses (cross-options, buy-or-sell), action to exclude a shareholder for fault, negotiation of a compensated exit.
Bringing a director's or shareholder's liability into question for mismanagement, misuse of corporate assets, or breach of the shareholders' agreement.
→ Our approach
01
Comprehensive analysis of the file (articles, agreement, accounting, correspondence), assessment of the balance of power and definition of a tiered strategy (amicable first, contentious if necessary).
02
Attempt at a resolution through direct negotiation or mediation, with the preparation of concrete proposals (buyout, reorganization, exit).
03
If the amicable route fails, implementation of the appropriate actions: summary proceedings, action on the merits, judicial expertise, liability action.
04
Implementation of the decision (buyout, exclusion, compensation), formalization of the transfer deeds, updating of the cap table and the corporate bodies.
→ Who we help
A minority shareholder's systematic refusal to vote an essential decision (capital increase, financing): action for abuse of minority and appointment of an ad hoc representative to vote in their place.
Mediation between shareholders in disagreement over strategy: negotiation of an exit at an expert's valuation, structuring of the buyout financing, securing of the transition.
Action brought by minority shareholders against a director for mismanagement that has caused harm to the company: derivative action (action sociale ut singuli), claim for compensation.
Implementation of a buy-or-sell clause following a deadlock: support for the triggering party in calibrating the proposed price, management of the other party's response.
→ Q&A
It is a decision taken by the majority that is contrary to the corporate interest and aimed solely at favoring that majority to the detriment of the minority. Sanction: annulment of the decision and compensation. The standard of proof is demanding: the breach of equal treatment and the absence of objective justification must be demonstrated.
Several levers: exercise of an option in the shareholders' agreement, amicable negotiation, request to withdraw for just cause (rare in a commercial company, more frequent in an SARL/SCI), action for dissolution due to a falling-out that paralyzes the company's operation. A bespoke strategy is indispensable.
A judicial representative appointed by the court in the event of a serious paralysis of the company's operation. They temporarily take the place of the corporate bodies to manage the company, attempt mediation and prepare a lasting solution. An exceptional measure, used in the event of imminent peril.
Highly variable. A mediation may conclude within a few months. An action on the merits before the commercial court lasts 12 to 24 months at first instance, plus any appeal. Urgent measures (summary proceedings, expertise) are obtained within a few weeks to a few months.
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