Lawyer for Commercial and Corporate Disputes
Legal support from a corporate litigation lawyer for companies and shareholders in commercial and corporate disputes and court proceedings
Running a business involves relationships with clients, suppliers, business partners, shareholders and management bodies. When disagreements arise in these relationships, it may be necessary to assess the legal position of each party and determine the appropriate way to protect their interests.
At First Legal, we assist companies and shareholders in commercial and corporate disputes, from analysing the conflict and the available solutions to negotiation and, where necessary, representation in court.
Depending on the case, a commercial litigation attorney may begin by reviewing the documents, contacting the other party or recommending that proceedings be started without delay.
Fees and timeframe
Commercial disputes
Commercial disputes may arise from relationships established by a company in the course of its business activities and may result from contracts, commercial transactions or other disagreements affecting the business.
No single approach works for every commercial disagreement. In one case, the priority may be to preserve an ongoing business relationship; in another, immediate action may be needed to prevent further loss. We therefore begin by clarifying what each party agreed to do, what happened in practice and what the client wants to achieve. This also helps determine whether negotiation is realistic or court proceedings should be considered.
Breach of contract and commercial contracts
Breach of contract is one of the most common causes of disputes in business relationships. One party may fail to perform the agreed obligation, perform it only partially, miss the agreed deadlines or fulfil the obligation differently from what was agreed.
The available remedies are not the same in every case. The contract may allow the affected party to demand performance, bring the agreement to an end, seek compensation or rely on a penalty clause. Much depends on the wording of the contract, the seriousness of the breach and any steps already taken by the parties. A delay or defective performance, for example, will not always justify immediate termination.
These situations are examined in greater detail as part of our legal support in cases involving breach of contract and disputes over commercial contracts.
Disputes between shareholders and corporate litigation
Disputes between shareholders may arise even in companies that have operated for years without significant disagreements. When these conflicts escalate, they may affect the management or even the continued operation of the company.
Disagreements may relate to the management of the company, distribution of profits, access to information, exercise of voting rights, admission or withdrawal of shareholders, use of company resources or decisions affecting the rights of one of the parties.
In these situations, it may be necessary to examine the articles of association, any shareholders’ agreements, minutes and corporate resolutions. Issues may arise in connection with challenges to corporate resolutions, the exercise of shareholders’ rights, the exclusion of a shareholder or the removal of managers or directors.
It is important to bear in mind that a challenge to a corporate resolution is subject to a very short time limit, generally only 30 days from the close of the meeting. A decision on whether to take action must therefore be made promptly.
Where there is scope for a solution that protects the client’s interests without compromising the company’s activities, that possibility should be considered. When an agreement cannot be reached, the appropriate corporate and judicial remedies must be assessed.
Liability of managers and directors
Managers and directors make decisions that may have significant consequences for the company, its shareholders and third parties. They are also subject to the duties associated with the performance of their respective functions.
The fact that a business decision has produced an adverse result does not, in itself, mean that the manager or director is personally liable. As a general rule, claims by the company, shareholders or third parties against a manager or director are subject to a five-year limitation period, which is shorter than the period applicable to most civil obligations.
Where concerns arise regarding the conduct of a member of a management body, it is necessary to examine the duties to which that person was subject, the circumstances in which a particular decision was made, their specific conduct and any resulting losses. Depending on the case, questions may arise regarding liability towards the company, shareholders, creditors or third parties.
Analysis of the dispute and supporting documents
Before defining a strategy, we seek to understand the relevant facts and establish the legal position of each party.
In commercial disputes, relevant documents may include contracts, amendments, proposals, invoices, supporting records, correspondence and other communications relating to the performance of the commercial relationship.
In corporate disputes, the review may include the articles of association, shareholders’ agreements, minutes of general meetings, corporate resolutions, accounting records and communications between shareholders or members of the company’s governing bodies.
These documents help to identify the parties’ rights and obligations, assess the risks associated with the available options and determine the most appropriate mechanisms for protecting the client’s interests.
Negotiation and dispute resolution
Commercial dispute resolution does not necessarily require court proceedings. Some cases can be resolved through direct discussions, an exchange of proposals or an agreement setting out how outstanding obligations will be performed.
The important question is whether the proposed terms genuinely protect the client’s position and can be enforced if problems arise again.
Representation in court
When an agreement cannot be reached, or when protecting the client’s rights requires a judicial decision, it may be necessary to bring the matter before the courts.
The type of proceedings and the claims to be submitted depend on the nature of the dispute. A commercial dispute may concern performance of an obligation, termination of a contract, contractual liability or compensation for losses. A corporate dispute may concern corporate resolutions, shareholders’ rights, the conduct of the company’s governing bodies, the exclusion of a shareholder or the liability of managers and directors.
Before proceedings are issued, we discuss with the client what a successful outcome would look like, review the evidence already available and identify any weaknesses that could affect the case. We also explain the practical risks of each option.
Frequently asked questions
What is a commercial dispute?
A commercial dispute is a disagreement connected with business activity. It may concern, for example, an unpaid invoice, the way a supplier performed a contract, the termination of a commercial agreement or obligations arising from a transaction.
The way forward depends on what happened, what the contract says and what the client wants to achieve.
What is a corporate dispute?
A corporate dispute concerns the internal life of a company rather than an ordinary transaction with a customer or supplier. It may involve the company, its shareholders or members of its management bodies.
Typical issues include access to company information, voting rights, corporate resolutions and decisions about how the company is managed.
Does a dispute between shareholders always have to go to court?
No. Many shareholder disputes can be addressed through negotiation, particularly when the parties wish to keep the company operating.
Court or corporate proceedings may nevertheless be necessary if no workable agreement can be reached or urgent action is required to protect a shareholder’s rights.
Is a manager or director personally liable for the company’s losses?
Not automatically. An adverse result for the company is not, in itself, sufficient to establish personal liability.
The applicable duties, the specific conduct of the manager or director, any resulting damage and the other requirements established by law must be examined.