Director & Shareholder Disputes - 2026 Virtual Conference

Introduction

Shareholder and director disputes are among the most complex and high-stakes matters a lawyer can face, demanding sharp strategic thinking, procedural precision and an intimate understanding of an ever-evolving body of case law.

Chaired by Ed Weeks, Partner at Cripps, this live and interactive virtual conference brings together expert speakers to equip you with the practical knowledge and tactical insight needed to navigate these challenges with confidence, whether you are bringing or defending a claim, advising a majority or minority shareholder, or helping clients stay out of the courtroom altogether. A compelling five hours of learning for anyone advising in this demanding area of law.

Conference Agenda

This conference will cover the following:

10am-11am: The Importance of Evidence in Shareholder Litigation - A Practical Guide

Ed Weeks, Partner, Cripps

This session will cover key corporate governance documents and what to look for, other documentary evidence and where it might be found, rights to obtain documentation, issues of privilege, the role of witness evidence, procedural requirements for witness statements and current judicial thinking on the value of witness evidence.

Learning Outcomes:

• What are the important documents you should be looking for and how to get hold of them
• How important is witness evidence and what can you do to maximise its effectiveness

Morning Break

11:10am-12:10pm: Tricks of the Trade: How Best to Bring or Defend Unfair Prejudice Petitions

Daniel Lightman KC, Serle Court

This session will cover five hot topics: (i) how to bring an unfair prejudice petition if you’ve already been removed as a shareholder; (ii) seeking relief against third parties who have never been shareholders or directors of the company; (iii) key issues for determining the price to be paid for a petitioner’s shares: minority discount and the valuation date; (iv) claims and counterclaims by respondents to petitions; and (v) pleading issues for petitioners and respondents that arise and can be exploited in the specific context of unfair prejudice petitions.

Learning Outcomes:

• Gain insight into the ambit of sections 994 and 996 of the Companies Act 2006 and how that flexible statutory jurisdiction can be used to obtain the most appropriate bespoke remedy for a minority shareholder
• Learn about the proactive steps that respondents to an unfair prejudice petition can take to avoid a remedy being granted against them, to make the terms of any remedy as favourable to them as possible and/or to seek an indemnity or contribution from third parties

12:10pm-1:10pm: The Corporate Veil is Supposed to Protect Directors - But Only So Far....

Nicholas Grier, Professor of Commercial Law, Abertay University

It's true. Most of the time, the corporate veil does protect directors, provided they behave. That's the whole point of the corporate veil.

Nevertheless, when directors don't behave, constructive trusts, economic torts, and derivative claims can all make directors liable. And so can the failure to consider creditor interests in the run-up to insolvency. Thank goodness for the Get out of Gaol clause, s.1157 of the Companies Act 2006.

After attending this session, you will be better informed on the following:

• How the corporate veil can protect directors
• What methods can be found to make directors liable but don't involve piercing the veil
• How shareholders can make directors liable to their companies
• The perils for directors on corporate insolvency
• The director who acts /honestly and reasonably in all the circumstances/

Break for lunch

2pm-3pm: Prevention Rather Than Cure: Lessons from Recent Company Law Cases on How to Stay Out of the Courts

David Impey

Professional advisors, in-house counsel and their private company, director and shareholder clients will benefit from this review of recent company law disputes in the courts, to learn what they can do to prevent similar upsets and legal costs in their own situations and stay out of the courts. This session will home in on the key factors that caused the disputes and what those involved could or should have done to head them off at the pass and prevent them happening, to make sure they don’t end up in court, too.

It will cover the latest relevant rulings in important and/or contentious areas for private companies such as:

• Directors’ Companies Act duties, including where we are now with the creditor duty/rule in West Mercia, misfeasant trading and directors’ conflicts
• Disputes over distributions and remuneration
• Arguments about constitutions
• Director and shareholder decision-making
• Share transactions, including allotments and transfers
• The importance of company records, lessons and safeguards
• Latest rulings on de facto and shadow directorships
• Issues around ratification/authorisation of breaches of directors’ duties, including developments in the Duomatic principle
• Special considerations for groups of companies
• Upcoming reforms to look out for

Afternoon break

3:15pm-4:15pm: Acting for Majority Shareholders - Elephant Traps & Opportunities

Ed Weeks, Partner, Cripps

This session will cover the key considerations when acting for majority shareholders in shareholder disputes, including legal, commercial and tactical considerations.

Learning Outcomes:

• The do’s and don’ts when acting for majority shareholders
• Tactics and strategies for defending shareholder claims

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.