Director Dispute Solicitors

Director disputes can destabilise a business quickly. Whether a director is acting against the company’s interests, a removal is being contested, or a boardroom breakdown is affecting day-to-day operations, our director dispute solicitors provide the commercial advice you need to protect the company and your position within it.

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shareholder dispute solicitors manchester

Director Disputes Left Unaddressed Damage Everyone

A director in conflict with the board or shareholders rarely keeps the problem contained. Staff notice. Clients notice. Suppliers notice. What starts as a dispute over strategy or conduct can quickly escalate into formal removal proceedings, claims for wrongful dismissal, or allegations of director misconduct that put the company’s reputation at risk. Our director dispute solicitors work with companies, shareholders and boards across Manchester and throughout the UK, helping clients resolve director conflicts before they cause lasting damage to the business.

How Our Director Dispute Solicitors Help Businesses and Shareholders

From conduct issues and removal procedures to boardroom deadlock and breach of duties, we advise on the full range of director disputes.

Director Removal

Removing a director from a company requires strict compliance with the Companies Act 2006 and the company’s articles. Our director dispute solicitors advise on the correct director removal procedure, including the special notice requirements and the director’s right to make representations, to make sure the process is not open to challenge.

Director Misconduct

Where a director is acting in breach of their duties, diverting company assets, or making decisions that benefit themselves at the company’s expense, our solicitors advise on the options available including formal removal, claims for breach of fiduciary duty, and without prejudice negotiations to resolve the position.

Boardroom Conflict and Deadlock

When directors cannot agree on the direction of the business and the board is deadlocked, the company can grind to a halt. Our solicitors advise on the mechanisms available to break the deadlock, including shareholder resolutions, mediation and restructuring of the board.

Director Service Agreements

Disputes about what a director is entitled to on exit, including notice periods, restrictive covenants and equity rights, are common when a director leaves under difficult circumstances. Our solicitors advise on the contractual position and the most effective way to resolve exit disputes without litigation.

Responding to a Director Dispute

If you are a director facing removal or allegations of misconduct, our solicitors can advise on your rights, the process being followed and whether it is being conducted correctly. We advise on how to respond effectively and how to protect your position throughout.

Not sure where to start?

Speak to our director dispute solicitors about your situation and we will point you in the right direction.

What This Means for You

A clear view of your legal position from the outset
Director removal carried out correctly and without challenge
Misconduct addressed without unnecessary disruption to the business
Exit disputes resolved on terms that protect the company
Boardroom conflicts resolved before they affect clients and staff

When To Seek Advice

A director is acting against the interests of the company or its shareholders
You need to remove a director and want to make sure the process is followed correctly
A director is alleged to have breached their duties or misappropriated company assets
The board is deadlocked, and the company cannot make decisions
A director is leaving under difficult circumstances, and the exit terms are in dispute
You are a director facing removal or misconduct allegations and need to understand your rights

Meet the Founder

Marium brings 22 years of experience advising businesses, shareholders and directors on director disputes, boardroom conflicts and corporate governance matters across the UK and internationally. A Solicitor regulated by the SRA (ID: 277854), MCIArb, and registered mediator in the DIFC Courts, she has advised on complex director disputes, removal of directors and breakdown of relationships between co-directors for clients ranging from owner-managed businesses to established companies.

Marium Razzaq
Solicitor & Director Mar Legal
MCIArb

Why Businesses Choose MAR Legal for Director Dispute Advice

Solicitor Led Advice

Every director dispute matter is handled directly by our solicitors.

Fast Response

Disputes move quickly. We respond without delay and prepare your position at pace.

Fixed Fee Pricing

Clear fee structures agreed upfront, so you know the cost of advice before committing to any process.

Commercial Focus

Our director dispute solicitors focus on resolving the dispute in a way that protects the business.

Trusted by companies, boards and shareholders across the UK for clear, commercial advice on director disputes and director misconduct.

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How Our Director Dispute Process Works

Position Review

Our director dispute solicitors review the company documents, the director’s service agreement, any shareholders agreement and the factual background to give you a clear picture of where you stand and what options are available.

Strategy and Approach

We advise on the most appropriate route, whether that is a formal removal process, without prejudice negotiations, a mediated resolution or a structured exit, with a clear view of what each involves.

Resolution or Removal

We manage the process on your behalf, whether that is preparing removal documentation, conducting negotiations or advising at each stage of a formal process. Where litigation is required, we work alongside appropriately regulated professionals.

Documentation and Completion

Once the matter is resolved, our director dispute solicitors handle the board resolutions, settlement agreement, share transfer documentation or any other paperwork required to formally conclude the position.

What Our Clients Say

Director Disputes FAQs

A director can be removed by ordinary resolution of the shareholders under section 168 of the Companies Act 2006, regardless of what their service contract says. The director removal procedure requires special notice of at least 28 days before the general meeting, and the director has the right to make written representations to shareholders before the vote. The company must follow the procedure precisely, a removal that does not comply with the statutory requirements can be challenged and may expose the company to a wrongful dismissal claim.

Without a shareholder’s agreement, the director removal process is governed entirely by the Companies Act 2006 and the company’s articles of association. The statutory route under section 168 is available regardless, but the absence of a shareholders agreement means there may be no agreed mechanism for dealing with the director’s equity stake or exit terms. This often leads to a secondary dispute about share valuation or the terms on which the director leaves, which is why taking advice early significantly reduces the risk of the situation escalating.

Director misconduct in the UK covers a wide range of conduct, including acting in breach of the duty to act in the best interests of the company, diverting business opportunities for personal benefit, making undisclosed related party transactions, failing to disclose conflicts of interest, and misappropriating company assets or funds. The threshold for what constitutes misconduct depends on the circumstances, the company’s documents and the specific duty that has been breached. Not all poor decision-making amounts to misconduct, but deliberate self-dealing almost always will.

Shareholders cannot generally overrule individual business decisions made by directors in the day-to-day running of the company, as management authority is vested in the board under the articles. However, shareholders can remove directors by ordinary resolution, amend the articles by special resolution, and bring a derivative action where directors have breached their duties. The balance between shareholder and director authority depends heavily on the specific provisions in the articles and any shareholders agreement, which is why the documents need to be reviewed carefully before any action is taken.

A director dispute typically involves the conduct, duties or removal of an individual director, and may arise between the director and the board, between the director and the company, or between the director and the shareholders. A shareholder dispute concerns the rights and interests of shareholders in the company, including dividend entitlement, share valuation and exclusion from management. The two often overlap, particularly where a director is also a shareholder, which is common in small and medium-sized businesses.

The most important step is to take advice before taking any formal action. Removing a director incorrectly, making allegations of misconduct without proper grounds, or taking steps that breach the company’s articles can expose the company to claims and make an already difficult situation significantly worse. Early advice from a director dispute lawyer allows you to understand your position, identify the right approach and take steps that hold up if the matter is later challenged.

Most director disputes are resolved without litigation. Negotiated exits, without prejudice discussions and mediation all offer routes to resolution that are faster and less disruptive than court proceedings. Where a director has breached their duties, the threat of formal action is often enough to bring them to the table. The cases that end up in court are usually those where one party has refused to engage with a reasonable settlement or where the conduct is serious enough that a court order is the only way to protect the company.

MAR Legal provides advisory and documentation support in connection with director disputes and does not conduct litigation or represent parties in court or employment tribunal proceedings. Where a matter involves reserved legal activities or requires regulated representation, we work alongside appropriately regulated professionals.

Legal Advice for Director Disputes

Director Disputes Left Unaddressed Damage Everyone