Shareholder disputes can be among the most complex and emotionally charged challenges faced by business owners. For minority shareholders, the experience of being excluded from company decisions, denied dividends, or offered an unfair buy-out can be both isolating and financially damaging. However, as this recent case demonstrates, with the right legal guidance, minority shareholders can secure fair treatment and meaningful results.
Taking a Stand Against Unfair Treatment
BPE’s Commercial Litigation team was instructed by a client who had inherited a minority shareholding in a property investment company. Despite holding a valuable stake, she found herself shut out of management discussions, denied access to key financial information, and deprived of payments previously made to her family.
When BPE intervened, correspondence was issued demanding a resolution. The majority shareholders responded by making a low offer to buy out her shares; one that bore little resemblance to their true value.
A Strategic Legal Response
Partner Peter Knibbs led the case, advising that an unfair prejudice petition under the Companies Act 2006 offered the most effective route forward. The petition alleged exclusion from company management and the unfair treatment of the client’s shareholding, particularly the withholding of dividends.
Once court proceedings were underway, the defence adopted an uncompromising stance, indicating a willingness to litigate the matter fully. BPE countered with a strategic approach, deploying expert valuation evidence and making robust use of disclosure procedures. This combination increased the financial and tactical pressure on the opposing side while preserving the opportunity for negotiation.
A Strong Settlement Achieved
In 2025, BPE advised the client to make a formal Part 36 settlement offer exceeding £2 million plus costs. After months of resistance, the majority shareholders accepted the offer on the eve of mediation, avoiding further costly litigation.
The settlement represented more than double the highest figure previously offered, alongside full recovery of the client’s legal costs.
Delivering Justice and Closure
For the client, the outcome provided not only financial security but also closure after years of exclusion. The resolution recognised the true value of her investment and affirmed her rights as a shareholder.
Key Insights
- Minority shareholders in family businesses have strong legal protections when excluded or treated unfairly.
- Persistent, evidence-based litigation can bring even entrenched opponents to the table.
- Early buy-out offers often undervalue shareholdings; expert legal and valuation advice is vital to achieving a fair result.
At BPE Solicitors, our Commercial Litigation team combines years of expertise with commercial strategy to deliver results in complex shareholder disputes. Whether through negotiation, mediation, or court action, we ensure our clients’ interests are protected and their rights upheld.
To learn more about how our Commercial Litigation team can help you, please click here.
