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.

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.

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.

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.

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.