Shareholder and partnership disputes barristers.
Specialist counsel for shareholder disputes, partnership disputes, unfair prejudice petitions, derivative actions and LLP fallouts. Clerk&Counsel is a clerking agency placing BSB-registered partnerships barristers and company law specialists.
Shareholder and partnership disputes are some of the most personal commercial cases in the system. The people in front of the judge are not strangers who happened to sign a contract — they are people who built a company partnership together, took risk together and now disagree about what the business is, who runs it and what each side is owed. The legal framework sits across company law, partnership law and the law of equity, and the right barrister is one who understands all three and how they interact.
We place specialist barristers on shareholder disputes inside limited companies, partnership disputes within professional partnerships such as solicitors, accountants and surveyors, and disputes within limited liability partnerships of every size. The barristers we work with regularly advise founders, minority shareholders, exiting partners, family businesses, private equity investors and corporate trustees, and several are ranked in the Legal 500 for company and partnership work.
Clerk&Counsel is not a barristers' chambers and not a firm of solicitors. We are a clerking agency and a trading style of Found First Digital Ltd, routing instructions to independent counsel regulated by the Bar Standards Board.
Shareholder disputes and unfair prejudice.
Most shareholder disputes start the same way. A minority shareholder feels squeezed out, a board decision is taken without proper consultation, dividends stop being paid, or a director starts to use the company's assets as if they were their own. By the time it reaches counsel, the relationship between the parties is usually beyond ordinary commercial negotiation and the question is which legal lever to pull first.
An unfair prejudice petition under section 994 of the Companies Act 2006 is the most common route for a minority shareholder. The court has very wide powers — usually a court ordered buyout at a fair value, but also orders regulating the future conduct of the company, restraining specific acts and unwinding transactions. In a quasi-partnership, where the company was set up on the basis of mutual trust and an understanding that all the shareholders would participate in management, the threshold for relief is lower and the remedies are stronger.
- Unfair prejudice petitions under section 994 of the Companies Act 2006, including quasi-partnership cases.
- Just and equitable winding up petitions under section 122(1)(g) of the Insolvency Act 1986.
- Derivative action claims under Part 11 of the Companies Act 2006 for breach of directors duties.
- Disputes about share valuation, drag and tag, pre-emption rights and deadlock provisions.
- Boardroom disputes, removal of directors and challenges to written resolutions.
- Schemes of arrangement, reorganisations and section 110 reconstructions where minority consent is in issue.
Partnership and LLP disputes.
Partnership disputes follow a different statutory framework but the underlying problems rhyme. A partner wants out. A partner has been expelled. The partnership accounts have not been properly drawn. Profit shares are disputed. A partner is competing with the firm, taking clients, or has crossed a fiduciary line. Counsel needs to read the partnership agreement, work out which provisions actually bite, and advise on the realistic exit.
For LLPs the position is more complex because the LLP is a body corporate but the members owe each other duties that look more like partnership law than company law. The LLP deed usually governs, but where it is silent the default provisions in the LLP Regulations apply, and the unfair prejudice regime in section 994 is imported with modifications. The barristers we place are equally comfortable across partnerships and LLPs, contentious and non contentious.
- Partnership disputes under the Partnership Act 1890 and the partnership agreement.
- LLP member disputes, expulsion challenges and capital account claims.
- Drafting and revising partnership agreements, LLP deeds and shareholders agreements.
- Accounts and inquiries, taking the partnership accounts and post-dissolution profits under Sandhu v Gill.
- Equitable winding up of partnerships and LLPs on the just and equitable ground.
- Restrictive covenants, team moves and post-termination obligations between former partners.
Founders, investors and professional firms.
The instructions we route to specialist partnerships barristers come from a wide range of clients. Founders facing an investor squeeze. Minority shareholders in family businesses. Exiting partners in professional partnerships — solicitors, accountants, surveyors, medical and dental practices. Private equity sponsors managing a portfolio company dispute. Trustees and executors holding shares on behalf of beneficiaries. LLP members on either side of an expulsion vote.
We work with solicitors who already have a client on the books and need counsel quickly, and directly with parties under the Public Access scheme where the matter is suitable. For complex disputes that need disclosure, witness handling and ongoing correspondence, we will recommend a solicitor-led model with counsel instructed alongside.
What we actually do.
When you brief us on a shareholder or partnership matter, we:
- Read the brief — the articles, the shareholders agreement, the partnership deed and any board minutes — and run conflict checks.
- Shortlist suitable BSB-registered counsel, including Legal 500 ranked specialists where the matter warrants it.
- Confirm availability and provide indicative fees in writing, agreed in advance.
- Handle the engagement letter and onboarding digitally.
Shareholder or partnership dispute on your desk?
Send a short brief — the company or partnership structure, the relationship between the parties and what you want to achieve. A clerk will come back with shortlisted counsel and indicative fees.
Common questions.
What is the difference between a shareholder dispute and a partnership dispute?
A shareholder dispute arises inside a limited company governed by company law, the Companies Act 2006 and the articles of association. A partnership dispute concerns a general partnership under the Partnership Act 1890 or an LLP under the Limited Liability Partnerships Act 2000, governed by partnership law and the partnership agreement or LLP deed. The procedural routes, available remedies and the way the business is unwound are different, but the underlying problem is usually the same, a breakdown of trust between people who built something together.
When is an unfair prejudice petition the right route?
An unfair prejudice petition under section 994 of the Companies Act 2006 is the standard remedy for a minority shareholder whose interests have been unfairly prejudiced by how the company is being run. It is the right route where there is a quasi-partnership, where a shareholder has been excluded from management, where dividends have been withheld, or where assets have been diverted. The court has wide powers, including ordering a buyout of the petitioner's shares at a fair value.
What is a derivative action?
A derivative action under Part 11 of the Companies Act 2006 lets a shareholder bring a claim on behalf of the company against a director for breach of directors duties — typically breach of fiduciary duty, misappropriation of assets or a conflict of interest. Permission of the court is needed at an early stage. Counsel will advise whether a derivative action, an unfair prejudice petition, or both in parallel, is the better strategic fit.
Can a partnership be wound up if the partners cannot agree?
Yes. The court has jurisdiction to order an equitable winding up of a partnership or LLP on the just and equitable ground where the relationship has irretrievably broken down. In practice this is the last resort and counsel will usually push for a negotiated exit, an accounts and inquiries order, or a buyout under the partnership agreement before petitioning to wind up.
Do you act on both contentious and non contentious work?
Yes. The barristers we clerk for advise on contentious and non contentious matters — drafting and revising shareholders agreements, partnership agreements and LLP deeds, advising on schemes of arrangement and reorganisations, as well as conducting hostile litigation when relationships break down.
Are you a barristers' chambers?
No. Clerk&Counsel is a clerking agency, not a chambers and not a firm of solicitors. We place BSB-registered counsel — including Legal 500 ranked specialists — with the right experience for the dispute in front of you.