Shareholder Rights & Remedies - dissension in the ranks? 2025 - On Demand

Package includes:

On Demand Module  | Electronic booklet  |  PowerPoint Presentation

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On Demand Module

With the economy under pressure, shareholder disputes are becoming more frequent, and shareholders are increasingly resorting to the courts to protect their interests. Shareholder disputes commonly arise in closely held companies when relationships between the key players break down. But the top end of town is not immune. There has been a marked increase in the deployment of shareholder rights and remedies to challenge corporate governance and decision-making in large companies. Lawyers practising in this space should understand the rights and remedies available to shareholders and be able to provide strategic advice, including identifying the optimal procedural route to resolution in the circumstances.

This module will cover:

• The tools to give strategic advice with reference to key case authorities
• A specific focus on the two core remedies: prejudiced shareholder claims and derivative actions.

Learning objectives

By completing this module you will:

• Better understand the reach and limits of shareholders’ rights and remedies.
• Improve your ability to manage shareholder disputes whether you are acting for the shareholder/s director/s or the company.
• Understand the procedural requirements and limitations.
• Be able to identify and take into account strategic considerations in giving practical and effective advice to clients.

Electronic paper 

Authors: Hannah Jaques, Zane Kennedy KC
Published: 30 October 2025
Pages: 49

Introduction

With the economy under pressure, shareholder disputes are becoming more frequent, and shareholders are increasingly resorting to the courts to further or protect their interests. Over the past few months for example, there has been a wave of technology start-ups which have gone into receivership, administration, or liquidation. Infighting between the shareholders has swiftly followed with blame being directed to the directors, or each other, for the collapse of the company.

Shareholder disputes, particularly those in closely-held companies, are sometimes described as akin to a corporate divorce. They can be messy and driven by animus. The deterioration in personal relationships presents an additional challenge to the practical resolution of disputes arising in this context.

But the top end of town is also not immune. There has been a marked increase in the deployment of shareholder claims to challenge corporate governance and decision-making in large companies. Overseas, the trend has extended to so-called “activist” shareholders who acquire small stakes in listed companies in order to push their own agenda, one example being ClientEarth v Shell plc, an attempt to hold Shell accountable for the environmental impact of its business activities.

Shareholders have a wide range of remedies available to assist them in the event of a dispute.

Tailored dispute resolution regimes may be provided for in the company’s constitution or shareholders’ agreement. Often they mandate waterfall dispute resolution processes to be followed before the parties can pursue the more draconian remedies available through arbitration or the courts. As is usual with these types of clauses, they do not prevent the parties from obtaining urgent injunctive relief at any point.

The Companies Act 1993 provides a wide range of remedies for aggrieved shareholders. These remedies often overlap so that in some case a number of concurrent options may be available.

This paper is intended as a comprehensive guide to shareholders’ rights and remedies to enable practitioners to give practical and strategic advice to shareholders in the thick of disputes.

PowerPoint Presentation

These are the slides included in the presentation.