Corporate & governance
Corporate disputes can paralyse a business before a court resolves the underlying issue. We advise on shareholder resolutions, information rights, director removal, ownership disputes and negotiated separation.
Scope of our advice
The first assessment covers the articles, shareholder agreement, meeting records and the relief needed to keep the company functioning. Court proceedings, interim protection and structured negotiation may need to run alongside each other.
What needs attention
Procedural errors and missed challenge deadlines can undermine otherwise substantial objections. Secure notices, voting records and evidence of access restrictions as soon as a dispute emerges.
Preserving governance while resolving the dispute
The first question is what needs protection now: access to information, representation of the company, voting rights, company assets or the validity of a resolution. We reconstruct the ownership and governance position from the articles, shareholder list, agreements and meeting records. Disputes about management removal, exclusion, redemption or payment for shares can involve different claims and procedures. The company’s interests must be distinguished from those of an individual shareholder, particularly where the same people previously directed both.
How the legal work is organised
The strategy combines procedural protection with a plan for continued operations. We assess the appropriate claimant and defendant, any urgent relief, evidence of notice and the effect of the challenged decision. Negotiations may require an interim agreement covering bank authority, information, budgets and communications. If separation is possible, valuation, funding, releases and the treatment of guarantees need to be addressed together. A settlement should end the operational dependency as well as the legal dispute; transferring shares alone may leave personal guarantees or shared assets unresolved.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Contested resolution
A minority shareholder was excluded from a meeting. We assess notice, participation rights and available challenges within the relevant deadlines.
Practical approach. Check the exact wording of the resolution and how notice, participation and voting were handled. The remedy must match the defect alleged and be pursued within the relevant procedural framework.
Director removal
Shareholders want to remove a director immediately. We distinguish the corporate appointment from the service contract and assess both sets of consequences.
Practical approach. Assess the removal decision separately from termination of the service contract and changes in representation. Each can require different action, evidence and communication to the commercial register or counterparties.
Denied information
A shareholder cannot inspect important company records. We identify the statutory and contractual rights and the procedure for enforcing them.
Practical approach. The request should identify the information sought and its connection to shareholder rights. A controlled disclosure arrangement may resolve confidentiality concerns without conceding that access can simply be refused.
Owner separation
Two owners agree in principle to split. We negotiate valuation, liabilities, releases and continuity arrangements rather than leaving key issues until completion.
Practical approach. A separation agreement should address valuation mechanics, security for deferred payment and release of personal guarantees. Agree who controls the business during the transition and how disputed balances will be resolved.
Preparing the first discussion
Bring the current articles and shareholder agreement, invitations, minutes, voting records, shareholder lists and correspondence about information requests. Identify imminent meetings, registration steps, asset transfers or banking decisions. A concise chronology helps distinguish a past grievance from an action that could create immediate consequences for ownership or business continuity.
Related expertise
Set up a German company · Shareholder agreements · Directors & board duties
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German Limited Liability Companies Act. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.