Corporate Disputes in the UK:
A Complete Guide for Business Owners and Directors

Most business owners don't know they're in a corporate dispute until they're already in one. One day you're running the company. The next, a co-shareholder is refusing to sign off accounts, a director is being accused of taking business opportunities elsewhere, or a supplier has stopped paying and threatened to liquidate.

The legal route out of these situations depends entirely on what kind of dispute you're in. There isn't one process. There are several, and they sit alongside each other, often overlap, and sometimes need to be run in parallel. A shareholder dispute might also involve a breach of contract. A contract dispute might end up with a freezing order. An insolvency situation might raise questions about director duties. The categories blur.

This guide walks through the main types of corporate disputes in the UK, how each one is typically resolved, what remedies are available, and what to do at the early stages before solicitors become unavoidable. It's written for directors, shareholders, partners, and business owners who want to understand where they stand before deciding what to do next.

If you'd prefer to talk through your situation directly, Osbourne Pinner offers a free 30-minute consultation with a senior solicitor. There's no cost and no obligation. Call us on 0203 983 5080 or book a consultation online.

What Counts as a Corporate Dispute?

A corporate dispute is any legal disagreement that arises out of the way a company is owned, run, or governed. That's a wide net by design, and it covers everything from a falling-out between business partners to a breach of contract by a supplier, to an allegation of fraud by a former director.

In practice, the disputes that reach solicitors tend to fall into a handful of categories. Disputes between shareholders are the most common in owner-managed businesses. Disputes between directors and the company, or between directors themselves, are next. Then come contract disputes with third parties, partnership disputes, fraud and dishonesty claims, and insolvency-related disputes when a business is in financial distress.

A few of these are governed by the Companies Act 2006. Others draw on the Insolvency Act 1986, the Partnership Act 1890, or the general law of contract and tort. Most corporate disputes involve some combination.

The volume of these disputes has been rising. Solomonic's Year in Review reported 8,271 High Court claims issued in 2025, a 7.2% increase on the previous year, with winding-up petitions up 12% on the year before. The Commercial Court itself remains busy, with around 75% of its caseload involving an international element. Business disputes aren't going anywhere.

For an overview of how Osbourne Pinner approaches business disputes across all categories, see our dispute resolution services.

The Main Types of Corporate Dispute

The six most common categories of corporate dispute in the UK are set out below. Most real-world disputes touch more than one of these, which is part of why early advice matters: the strategy in a pure shareholder dispute looks very different to one that also involves civil fraud allegations.

Shareholder and director disputes

These are the disputes that arise inside a company between the people who own and run it. They're most common in private companies with a small number of shareholders, where the shareholders are usually also the directors.

The trigger is almost always one of the following: a shareholder is being excluded from decisions, a director is being accused of mismanagement or self-dealing, dividends aren't being paid when they should be, business opportunities are being diverted, or one shareholder simply wants to remove another.

The main legal remedy is an unfair prejudice petition under section 994 of the Companies Act 2006. This allows a shareholder to apply to the court where the company's affairs are being conducted in a way that is unfairly prejudicial to their interests. The most common outcome is a court order requiring the majority to buy out the minority at fair value.

In February 2026, the UK Supreme Court confirmed in THG Plc v Zedra Trust Company (Jersey) Ltd that there is no statutory limitation period for unfair prejudice petitions. Claims based on historic conduct can still be brought, although unreasonable delay may affect the relief the court is prepared to grant.

A related route is a derivative claim under sections 260 to 264 of the Companies Act 2006, used where the wrong is to the company itself rather than to the shareholder personally. And as a last resort, a shareholder can petition for the just and equitable winding up of the company under section 122(1)(g) of the Insolvency Act 1986. This is rarely the first choice because it ends the business entirely.

For more on the specifics, see our guides on shareholder disputes, disputes between shareholders, whether shareholders can remove a director, whether a director can remove a shareholder, and the protections available to minority shareholders. Our shareholder and director disputes service page covers how we handle these cases.

Breach of director duties and fiduciary duty

Directors owe a set of statutory duties to the company under the Companies Act 2006, including the duty to act in good faith to promote the success of the company (section 172) and to avoid conflicts of interest (section 175). They also owe fiduciary duties at common law, which require them to act with loyalty, in good faith, and in the best interests of the company.

A breach can arise in many ways: taking a corporate opportunity for personal gain, failing to disclose a conflict, putting personal interests ahead of the company's, or making decisions in bad faith. The remedies depend on the nature of the breach but can include damages, an account of profits, restoration of company property, or removal from office.

The law in this area is currently evolving. The Court of Appeal decision in Saxon Woods Investments Ltd v Costa (2025) signalled a shift towards holding directors to higher standards of honesty and transparency, and the Supreme Court has reaffirmed in recent cases that fiduciaries are strictly accountable for unauthorised profits.

Our guide on how to prove a breach of fiduciary duty covers the evidence and procedural points in more detail.

Partnership disputes

Where a business is run as a partnership rather than a limited company, the framework is different. The Partnership Act 1890 governs partnerships, and the rules around how decisions are made, how profits are shared, and how partners can leave or be expelled depend largely on the partnership agreement, or, where there isn't one, the default rules set out in the Act.

Common partnership disputes involve a partner who wants to leave, a partner who is alleged to have acted in breach of duty, deadlock on major decisions, or disputes over the valuation of a leaving partner's share. The remedies range from negotiated buy-outs through to court-ordered dissolution.

For LLPs, the position is governed by the LLP Act 2000 and the LLP agreement. The general principles are similar but the legal mechanics differ.

Our partnership disputes guide covers the most common scenarios.

Commercial contract disputes

Most business disputes that involve a third party come down to a contract. A supplier hasn't delivered. A customer hasn't paid. A clause is being interpreted two different ways. A non-compete restriction is being challenged.

The starting point is always the contract itself: what does it actually say, and what does English law say about how those words should be read? From there, the question becomes what remedy is available. Damages are the standard remedy for breach of contract. Specific performance, injunctions, or termination may be available depending on the breach.

A breach of contract claim is the most common type of commercial dispute that ends up in court. Time limits apply: most claims must be brought within six years from the date of the breach.

Our guides cover commercial contract disputes and the practical steps involved in making a breach of contract claim. For dedicated service information, see our commercial contract disputes service page.

Civil fraud, deceit and dishonesty claims

When a dispute involves an allegation of dishonesty, a director who's lied about company finances, a partner who's diverted funds, a counterparty who's misrepresented something material, it moves into civil fraud territory. The legal tests are higher than for ordinary contract claims, but the remedies can be more powerful.

The two most common civil fraud claims are deceit (where one party has knowingly made a false representation that the other has relied on) and breach of fiduciary duty. Both can lead to damages, but they can also open the door to interim remedies that aren't available in ordinary disputes: freezing orders and search orders chief among them.

A freezing order prevents a respondent from dealing with their assets pending the outcome of proceedings. It's used where there's evidence that assets might otherwise be dissipated or hidden. It's a powerful tool, but the threshold for obtaining one is high and the procedural rules are strict.

Our guides on the tort of deceit and freezing orders in civil fraud cases cover the practical and tactical considerations. Our civil fraud and investigation service sets out how we approach these cases.

Insolvency-related disputes

When a company is in financial difficulty, a separate set of disputes can arise. Creditors may dispute the validity of a transaction. Liquidators may pursue former directors for wrongful trading. Shareholders may dispute how the proceeds of a sale or liquidation are being distributed. Disputes can arise over voidable transactions, preferences, and transactions at an undervalue.

The Insolvency Service reported 22,116 corporate insolvencies in 2025, with construction the worst-hit sector at nearly 17% of all cases. Disputes are most common in the run-up to insolvency, when directors may face accusations of wrongful or fraudulent trading, and immediately after, when liquidators and administrators investigate the company's affairs.

Our guides cover insolvency disputes generally and what happens to a director of a company in liquidation.

How Corporate Disputes Are Resolved in 2026

There isn't one route. The right approach depends on the nature of the dispute, the relationship between the parties, the amount at stake, and how quickly a resolution is needed. Most disputes move through several stages.

Our guides on how the dispute resolution process works, arbitration vs litigation, international commercial arbitration, and early neutral evaluation go into more detail on each stage. For dedicated service information on arbitration, see our international arbitration page.

Comparison of resolution routes

Remedies and Interim Measures

Apart from the standard remedies of damages, declarations, and specific performance, the English courts have a powerful set of interim remedies designed to protect a party's position while the main dispute runs its course.

• Freezing orders prevent a respondent from dealing with their assets, usually to ensure that there will be something to enforce against if the claimant wins. The court needs evidence of a real risk of dissipation, and the procedural requirements are strict.
• Interim injunctions can require a party to do something (a mandatory injunction) or stop doing something (a prohibitory injunction) until the main dispute is decided. They're commonly used to prevent a director from competing in breach of restrictive covenants, to stop the misuse of confidential information, or to preserve the status quo in a shareholder dispute.
• Search orders allow a claimant to enter a respondent's premises to search for and preserve evidence. They're rare and granted only in cases of serious fraud or dishonesty.
• Summary judgment allows the court to dispose of a claim or defence without a full trial where it has no real prospect of success. It can save substantial time and cost in clear-cut cases.

Our guide to interim injunctions covers what they are and how to apply for one, and our freezing orders guide covers the same ground for that remedy.

How Long Do Corporate Disputes Take, and What Do They Cost?

The honest answer is: longer and more than most people expect.

Time

A straightforward commercial dispute that settles at the pre-action or mediation stage can be resolved in three to six months. A dispute that goes to a contested trial typically takes 18 months to two years from the issue of proceedings to judgment, and longer if there are appeals. Complex multi-party disputes can run for several years.

Cost

Costs vary widely depending on the complexity and value of the case. As a rough guide:

• A pre-action letter of claim and initial advice will typically cost a few thousand pounds.
• A case that settles through mediation might cost £15,000 to £50,000 in legal fees for each side, including mediator fees (which average £1,597 per day for less experienced mediators and £4,044 for more senior ones, per CEDR 2025 data).
• A contested trial in the High Court will typically run into six figures for each side, and significantly more for complex commercial cases.
• Court fees for issuing proceedings start at £25 for small claims and are capped at £10,000 for claims worth more than £200,000.

Costs follow the event

The general rule in English litigation is that the loser pays the winner's reasonable costs. This is one of the most important features of the system, and one of the most misunderstood. "Reasonable costs" doesn't mean all costs. The court will assess the winner's costs and typically allow only 60% to 70% to be recovered. The rest comes out of the winner's pocket.

Costs budgeting and Part 36 offers are two important mechanisms that affect costs. A Part 36 offer is a formal settlement offer that, if rejected and then beaten at trial, can shift the costs picture significantly in favour of the offering party. Used well, Part 36 offers are one of the most effective tactical tools in commercial litigation.

Our guide to Part 36 offers covers how they work.

Enforcing a Judgment or Award

Winning the case is one thing. Getting paid is another. A judgment debt has no value if the losing party has no assets, has moved them out of the jurisdiction, or simply refuses to pay.

The English courts have a full set of enforcement options: charging orders against property, third party debt orders, attachment of earnings, writs of control (formerly known as bailiffs), and winding-up petitions where the debtor is a company. For judgments obtained outside England and Wales, the position depends on which country the judgment is from and which international conventions apply.

Our guide on how to enforce a court judgment in England and Wales walks through the available routes. For disputes with an international element, our cross-border disputes guide covers the additional considerations.

What to Do at the Early Stages

If you suspect you're heading into a dispute, the things you do in the first few weeks matter more than most of what comes later. They shape your evidence, your legal position, and your room to manoeuvre.

A few practical points:

• Preserve the paper trail. Don't delete emails. Don't have important conversations off the record. Anything that might end up as evidence needs to survive.
• Find your foundational documents. The articles of association, shareholders' agreement (if there is one), partnership agreement, employment contracts, and any contracts at the heart of the dispute. According to the UK Small Business Survey, only 26% of UK SMEs have a shareholders' agreement in place when they form the company. If you don't have one, you'll be relying on the default position under the Companies Act 2006 and the Articles, which gives you less flexibility.
• Don't tip your hand. Statements made early, in emails, board meetings, or even casual conversations, can come back later. Be measured about what you say and to whom.
• Take advice early. A short, properly-advised conversation at the start of a dispute often saves substantial costs later. The most expensive disputes are usually the ones where one side took an entrenched position before getting proper advice on whether it was the right one.
• Think about ADR from day one. Given the 2024 CPR changes, mediation isn't an optional add-on you might consider later. It's something the court will likely expect you to have engaged with, and unreasonable refusal carries cost consequences.

Frequently Asked Questions About Corporate Disputes

Talk to a Corporate Disputes Solicitor at Osbourne Pinner

Osbourne Pinner is a multi-office law firm with specialist dispute resolution solicitors in London (Piccadilly and Canary Wharf), Harrow and Manchester. Our team handles corporate disputes at every level, from straightforward contract claims through to complex shareholder petitions, civil fraud claims, and international arbitration.

We offer a free 30-minute consultation with a senior solicitor, Monday to Friday, with no obligation. Just clear, practical advice from someone who handles these cases for a living.