Shareholder disputes can be disruptive, costly and damaging to a company’s long-term success. These conflicts often arise when the interests of shareholders begin to diverge.

While every business is unique, many shareholder disputes stem from a common set of issues. Understanding the triggers can help business owners to take proactive steps to minimise risk.

Shareholder agreements often outline the rights, obligations and expectations of each shareholder. When one party breaches the terms, whether by selling shares without consent, failing to fulfil duties or violating voting arrangements, this usually leads to significant tension and legal challenges.

Disagreements often arise when shareholders feel that profits are not being distributed fairly, especially when the majority of shareholders control dividend policies.

Minority shareholders may claim oppression if they believe profits are being withheld for personal gain or to devalue their shares. Some disagreements may arise in relation to the allocation of profits, dividends or the retention of earnings. This causes issues mainly for shareholders who have financial needs, which arise a lot in family businesses.

If shareholders believe that company directors or managers are mismanaging the business, whether through poor financial decisions, nepotism or unethical behaviour, then conflict is likely to follow. This becomes particularly contentious if management fails to provide transparency or timely updates.

Open communication is vital for shareholder trust. A lack of transparency around financials, strategy or decision making can create suspicion and lead to disputes. Often, the absence of clear reporting structures is the root cause of these problems.

Shareholders may have different visions for the future of the company. Some may prioritise rapid growth and expansion, while others may advocate for conservative and more stable development.

Many shareholder disputes emerge when one party exits the business and there is no clear mechanism in place to facilitate a fair buyout. Disagreements over valuation, timing or who can purchase the departing shareholder’s stake can easily lead to litigation.

In closely held companies, minority shareholders may feel excluded from key decisions or denied access to important information. This can result in claims of unfair treatment, especially if majority shareholders act in their own interests without regard to others.

When ownership is split equally, deadlocks can arise during key decisions, especially when there is no mechanism for resolution via votes. Without a resolution process, these deadlocks can strain both business operations and personal relationships.

Life events such as bankruptcy, divorce or death can suddenly shift the balance of shareholder power. If these transitions are not accounted for in the shareholder agreement or succession planning, then they could lead to disputes among remaining shareholders.

Disputes often occur when new shares are issued, diluting the ownership of existing shareholders. If these decisions are made without full consent or transparency, then they may be perceived as self-serving or as an attempt to weaken minority influence.

There are many ways that shareholder disputes can be resolved. In the first instance, the shareholders will most likely engage in conducting a meeting to see whether all parties can come to an agreement. However, in other cases a third party may be required to resolve the dispute.

Shareholder disputes can be complex and emotionally challenging, often involving personal relationships as much as legal and financial matters.

If you need legal help resolving a shareholder dispute, please get in touch with our Litigation team on 01604 344562 (Northampton) or 01908 916096 (Milton Keynes), or email info@franklins-sols.co.uk.

Preparing for Completion Day When Moving House

Moving house can be an exciting yet stressful time, especially when there’s so much to organise in a short period. Clear communication between all parties—including your solicitors, estate agents, developers and removal company—is key to ensuring everything runs smoothly.

This guide explains what to expect on completion day, how to prepare and common issues that may arise—so you can feel confident and ready for the big day.

What Is Completion Day?

Completion day is the final and most important stage of the conveyancing process. It typically takes place on a weekday and marks the official transfer of ownership from the seller or developer to the buyer.

On this day, the buyer’s solicitors will transfer the remaining balance of the purchase price to the seller’s solicitors. Once funds are received and confirmed, the seller’s solicitors will authorise the release of the keys—usually through the estate agent or developer’s site office. The buyer can then collect the keys and move into their new home.

After completion, the solicitors will finalise legal documents to register the buyer as the new legal owner of the property.

Checklist: How to Prepare for Completion Day

• Arrange home and contents insurance for your new property
• Ensure all required funds are with your solicitor in advance
• Check that all legal documents are signed and submitted
• Take final meter readings for gas, electricity and water
• Notify your utility suppliers and local council of your move
• Book a removals company well in advance
• Make sure the property you’re leaving is clean and in good condition

Common Problems on Completion Day

• Delays in the Chain: If your property transaction is part of a long chain, delays can occur—especially for buyers higher up the chain waiting for funds from previous completions.
• Delayed Purchase Funds: If your purchase relies on multiple sources of funding (e.g. savings and a mortgage), delays can occur if the funds are not received by your solicitors on time. Completion cannot go ahead until all funds have been transferred and confirmed.

To ensure your move goes as smoothly as possible, it’s important to work closely with your conveyancing solicitor and stay proactive throughout the process.

For guidance and support on your property purchase or sale, contact our Conveyancing team on 01604 936512 / 01908 953674 or email info@franklins-sols.co.uk.

Commercial Litigation Services

Commercial litigation refers to the legal process of resolving disputes between businesses and individuals over commercial matters. These issues are often resolved through negotiation between each party’s solicitor and litigation is generally considered a last resort when other efforts to reach a settlement have failed.

At Franklins Solicitors, we specialise in a wide range of commercial litigation services to help resolve disputes efficiently and effectively. With extensive experience across various sectors, our team provides expert legal advice on all types of business-related conflicts.

Whether you’re a small start-up or a large corporation, we are committed to delivering tailored legal solutions to meet your specific needs.

Our Commercial Litigation Services Include:

• Contract Disputes – Resolving breaches, non-performance and misinterpretations of commercial agreements.
• Shareholder & Partner Disputes – Handling conflicts between business partners, shareholders and company directors.
• Employment Disputes – Addressing issues such as wrongful termination, discrimination and breaches of employment contracts.
• Commercial Debt Recovery – Assisting in the recovery of unpaid debts and enforcing court judgments efficiently.
• Intellectual Property Disputes – Protecting and enforcing rights related to patents, trademarks and copyrights.
• Franchise Disputes – Supporting franchisors and franchisees in resolving disputes over agreements and operations.

We take a proactive approach to resolving commercial disputes through negotiation, mediation and where necessary, litigation. Our goal is to achieve the best possible outcome while minimising disruption and legal costs. Wherever possible, we aim to settle disputes outside of court to save time and resources for our clients.

For further advice and assistance, please contact our Litigation and Dispute Resolution team on 01604 344562 / 01908 916096 or email info@franklins-sols.co.uk.

When a buyer agrees to purchase share capital from a business, they typically seek protection to ensure the transaction is fair and secure. It is therefore essential for the seller to disclose all relevant information. These transactions can be complex, involving a range of legal documents and terms that define the responsibilities and expectations of both parties.

One of the most important components is the inclusion of warranties. These are promises made by the seller to confirm that representations about the business are true and accurate to the best of their knowledge. Warranties help protect the buyer by ensuring they are acquiring the business under agreed conditions. If a warranty is breached, it may result in legal disputes and financial loss, giving rise to a contractual claim by the buyer.

What is a warranty?

When purchasing a business, a warranty is a statement or guarantee made by the seller regarding certain facts or conditions related to the business. These are typically included within the share purchase agreement and may cover aspects such as:

• The financial health of the business
• Accuracy of financial statements
• Compliance with legal obligations
• Absence of undisclosed liabilities

Providing comprehensive warranties gives the buyer confidence in the transaction. If any of the warranted conditions prove to be false, it could constitute a breach. Buyers are advised to carry out thorough due diligence—investigating and verifying the business’s condition—before completing the purchase.

How do I know there is a breach of warranty?

A breach of warranty typically occurs when the seller fails to uphold a promise made in the warranty agreement. This may happen if the seller makes misleading, false, or incomplete statements. Examples include:

• Claiming the business is profitable when it is not
• Failing to disclose significant debts or liabilities
• Stating ownership of intellectual property that is, in fact, owned by third parties

In such cases, the buyer may be entitled to bring a claim against the seller for the breach.

How can I make a breach of warranty claim?

The process typically starts with serving a formal notice on the seller. This gives the seller an opportunity to remedy the breach. If that is not possible, parties may try to reach an agreement to resolve the matter. The steps usually include:

1. Review the Purchase Agreement

Carefully examine the agreement to understand the warranty provisions and remedies available in case of breach. This will also outline procedures for making a claim, time limits and any limitations of liability. Dispute resolution terms such as arbitration or litigation may also be included.

2. Gather All Evidence

Compile supporting documents such as financial records, legal documents and communication history. Strong evidence will improve the buyer’s ability to prove the breach and claim damages.

3. Notify the Seller of the Breach

Most agreements require written notice of a breach within a specific time period. This notice should describe the breach, include supporting facts and detail the losses suffered.

4. Seek Resolution

Once notified, the buyer and seller can attempt to resolve the issue through negotiation. This might involve compensation, price adjustment, or indemnity payments. If negotiations fail, the matter may proceed to litigation or arbitration. An independent party will then assess the evidence and determine the outcome.

For further advice and assistance, please contact our Litigation and Dispute Resolution team on 01604 344562 / 01908 916096 or email info@franklins-sols.co.uk.

What is a Management Pack?

A Management Pack, often known as a ‘Sales Pack’, is a collection of forms and documents relating to the sale of a property where a service charge is paid to a specific Management Company. This company typically maintains shared facilities, especially in flats and apartment blocks.

Contents of the Management Pack

The pack usually includes:

• LPE1 (Leasehold Property Enquiries Form) or FME1 (Freehold Management Enquiries) – usually completed by the Landlord or Management Company.
• Accounting information and history
• Budgets
• Ground Rent, Service Charge Statements and any arrears
• Any proposed increases in service charges
• Buildings insurance details
• Fire risk assessment and asbestos report
• Details of any proposed future maintenance works
• Obligations expected from any new owner
• Notice fees, deed of covenant fees and other freeholder’s fees

Who Provides the Management Pack?

In all leasehold transactions—and sometimes in freehold sales involving a Management Company—the seller is responsible for providing the Management Pack to the buyer’s solicitors for review. This cost is usually borne by the seller.

While not a legal requirement, buyers and their solicitors typically will not proceed without reviewing the pack due to the vital information it contains for due diligence and compliance purposes.

When is a Management Pack Required for Freehold Sales?

A Management Pack may also be necessary when selling a freehold property, particularly if it is part of a new build or larger development. In such cases, owners often contribute towards maintaining common areas such as car parks, footpaths and open spaces. Details of the Management Company are generally found within the Title Deeds under the restrictions section.

Additional Fees and Timing

The pack will include any fees payable to the Landlord or Management Company for the transaction to proceed. This may include a fee for a certificate to comply with any title restrictions requiring consent from the Management Company before sale.

Costs for Management Packs vary depending on the Management Company, typically ranging from £100 to £500. Production usually takes 2–4 weeks once payment is received, so it’s important to request the pack early to avoid transaction delays. Some companies offer expedited service for an additional fee.

After Review

Once the buyer’s solicitors have reviewed the pack, they may raise further enquiries with the Management Company for clarification.

You can contact our Conveyancing team here or call on 01604 936512 / 01908 953674 or email info@franklins-sols.co.uk.

Understanding Exchange of Contracts in Conveyancing

The exchange of contracts is one of the most important—and final—stages in a conveyancing transaction. It is the moment when the signed contracts from both the buyer and seller are formally exchanged by their respective solicitors, typically via a phone call. At this point, the buyer is usually required to transfer the deposit (commonly 10% of the purchase price) to their solicitor, unless the seller’s solicitor agrees to proceed with a NIL deposit exchange.

What Happens Before Exchange?

Before exchange can take place, the buyer’s solicitor must carry out all necessary legal checks. These include:

• Property searches
• Source of funds checks
• Review of the legal title
• Receipt of all signed paperwork from the buyer

Under Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989, a property agreement must be in writing. If the buyer and seller sign separate versions, both must contain identical terms—otherwise, the contract will be void. In response to the Covid-19 pandemic, many solicitors now accept electronic signatures on documents, making the process more convenient for clients.

Agreeing Exchange and Completion Dates

Before solicitors can proceed with the exchange of contracts, a completion date must be agreed upon by all parties. This date is inserted into the contract at the time of exchange and is legally binding. Once agreed and once the buyer’s solicitor has received the deposit funds, they will request authority from the buyer to proceed with the exchange. The exchange can happen at any time of day.

What Happens After Exchange?

Following the exchange, the buyer’s solicitor transfers the deposit to the seller’s solicitor (unless held to order). These funds are held in the seller’s solicitor’s client account until the agreed completion date. Both parties will be notified once the exchange has taken place.

When Does the Transaction Become Legally Binding?

Until contracts are exchanged, both the buyer and seller can withdraw from the transaction at any time without legal consequence. However, once contracts are exchanged, the agreement becomes legally binding. Withdrawing at this point constitutes a breach of contract and can result in serious financial and legal penalties.

Consequences of breaching the contract after exchange may include:

• Loss of deposit
• Liability for solicitor and third-party fees
• Paying interest or damages to the other party

The risk of either party withdrawing after exchange is extremely low due to the legal commitments in place.

You can contact our Conveyancing team here or call on 01604 936512 / 01908 953674 or email info@franklins-sols.co.uk.