A dispute between partners can paralyse a thriving company within months. Blocked decisions, a contested director, a minority partner shut out of information, dividends systematically retained: these situations, when not addressed in time, degenerate into a war of attrition that destroys the company's value.
Maître Léa Scemama defends majority and minority partners, directors and companies in corporate disputes in Paris, with a constant requirement: to preserve, as far as possible, the business itself while asserting your rights.
Abuse of majority and abuse of minority
Abuse of voting rights is one of the most common disputes. Abuse of majority sanctions decisions taken against the corporate interest with the sole aim of favouring the majority. Conversely, abuse of minority targets the minority partner blocking a decision essential to the company's survival. The firm brings the action for nullity of the abusive decision and for compensation, or defends the partner whose position is challenged.
Removal and liability of directors
Director litigation covers challenges to a removal (abusive, without just cause or vexatious), the action for liability for mismanagement brought by the company or partners, and the action for insufficiency of assets in insolvency proceedings. The firm acts both for the director being pursued and for the company or partners seeking to establish liability.
Exclusion, withdrawal and forced buy-back
Removing a partner from the capital against their will or, conversely, obtaining the buy-back of one's own shares requires the right levers: statutory exclusion clauses, agreement clauses, or judicial routes when the disagreement makes the corporate bond impossible to maintain. The firm defines with you the strategy best suited to your position.
Judicial dissolution for disagreement
When disagreement between partners lastingly paralyses the company's operation, any partner may seek its judicial dissolution. It is a powerful but double-edged weapon, often used as a negotiating lever. The firm assesses its appropriateness and, where relevant, seeks the appointment of a provisional administrator to preserve the company during the conflict.
Management review and right to information
The minority partner has specific tools to monitor management: written questions, a management review allowing an expert to examine one or more operations, exercise of the right of communication. The firm implements these procedures to restore transparency and, if necessary, ground a substantive action.
Why a lawyer in a dispute between partners?
Corporate litigation is technical and often emotionally charged. The lawyer brings strategic perspective, chooses the right basis and timing, and seeks the most favourable outcome, whether negotiated or judicial. A well-drafted shareholders' agreement upstream remains the best prevention of these disputes.
Frequently asked questions
What is abuse of majority?
It is a decision taken by majority partners contrary to the corporate interest and with the sole aim of favouring the majority to the detriment of the minority — typically the systematic retention of all profits without justification. Abuse of majority can be sanctioned by nullity of the decision and damages.
Can a partner be excluded from a company?
Exclusion is only possible where the articles or the law expressly provide for it, and subject to strict conditions (grounds, adversarial procedure, buy-back of shares). Absent a clause, excluding a partner is very difficult, which highlights the importance of anticipating in the articles and the agreement.
How can I leave a company in a deadlocked conflict?
Several routes exist: negotiating a buy-back of shares, enforcing the agreement exit clauses, an action for dissolution for disagreement paralysing operations, or the appointment of a provisional administrator. The strategy depends on your position and the objective sought.
Can a director be held liable on their personal assets?
Yes, in cases of mismanagement, breach of the articles or the law, or fault separable from their duties. In compulsory liquidation, an action for liability for insufficiency of assets can also expose their personal estate.