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A shareholder dispute can threaten the business while legal proceedings are still being prepared. Typical issues include resolutions, information rights, exclusion of shareholders, removal of directors and liability for management decisions.

Procedure and practical preparation

The legal form, articles of association and shareholder agreements determine the available claims and procedure. We identify who can sue, the correct defendant and applicable deadlines. Corporate office and a director’s service contract must be distinguished. Interim relief may be relevant where a disputed resolution is about to be implemented, but its requirements need separate examination. D&O coverage is not the same question as liability. A negotiated exit should address valuation, financing, releases and continued management rather than merely withdrawing a claim.

Four practical examples

These are illustrative situations, not descriptions of particular client matters or promises of an outcome.

1. Defective invitation

A minority shareholder challenges a resolution adopted after an irregular meeting invitation. The articles, agenda and minutes are essential.

2. Director removed

A removal dispute requires separate analysis of corporate authority, contractual rights and the register position so that the business remains operational.

3. D&O claim

A company alleges a harmful management decision. The information available at the time and applicable insurance conditions must be examined before admissions or settlement.

4. Exit valuation

Exclusion and compensation are disputed. Valuation date, payment security and transfer of documents may all need to be resolved.

Documents for the initial review

Please keep the complete correspondence, contracts, decisions and service records available. Identify any deadlines and the person coordinating information within your business. The initial review determines the correct procedure and the further evidence needed; it does not replace a filing with the court or authority.

Related guidance

Strategy and costs · Settlement · Enforcement

Legal framework

German legislation – 1030

Updated 13 November 2026. This guide concerns German proceedings; special statutory rules and international instruments may affect the individual case.

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