Cross-Border Shareholder Dispute Solicitors in London

A shareholder dispute becomes more complex when the company, shareholders, directors, assets or business operations are spread across different countries.

Questions about company law, jurisdiction, governing law, overseas proceedings and enforcement can affect the strategy from the outset.

Nath Solicitors is a boutique London law firm advising shareholders, founders, directors, investors and international businesses on complex shareholder disputes involving England and Wales and overseas jurisdictions.

To discuss an international shareholder dispute confidentially, call 020 3983 8278 or complete our online contact form.

Our work includes disputes involving overseas shareholders, international company structures, foreign subsidiaries, valuable intellectual property, shareholder exits, company control and proceedings taking place in more than one country.

We act as a London-based point of contact and work with overseas lawyers where advice, evidence or proceedings are required in another jurisdiction.

This page focuses specifically on shareholder and company-ownership disputes with an international dimension. For wider cross-border contractual, commercial or enforcement disputes that do not principally concern shareholder rights or company control, see our International Disputes page.

What is a cross-border shareholder dispute?

A cross-border shareholder dispute is a disagreement between company owners where the ownership, company structure, assets or parties connect the dispute with more than one legal system.

That international element may arise because:

• one or more shareholders live overseas;
• companies within the same business group are incorporated in different countries;
• significant business assets are held abroad;
• valuable intellectual property is registered or owned overseas;
• competing shareholder proceedings have been started in different jurisdictions;
• a shareholders’ agreement contains a foreign jurisdiction or governing-law clause;
• shareholders are negotiating an international exit or separation; or
• different shareholders control subsidiaries or trading operations in different countries.

The underlying dispute may still involve familiar issues such as exclusion from management, ownership, company control, deadlock, misuse of assets or a proposed shareholder exit.

What changes is that the legal rights and practical solution may no longer be governed by one legal system alone.

Questions about overseas service and enforcement may also arise, but those are usually consequences of the wider shareholder dispute rather than its starting point.

Our Shareholder Dispute Solicitors page explains the broader English shareholder-law framework.

Which country’s company law applies?

The place where a company is incorporated can be particularly important in a shareholder dispute.

Questions concerning a company’s constitution, internal management and legal ownership of its shares may require analysis under the law of the country of incorporation.

That law may differ from the law governing a shareholders’ agreement.

For example, contractual rights between shareholders may be governed by English law while separate questions concerning the corporate structure of a foreign company, its share register or legal ownership of its shares require advice under another legal system.

This distinction becomes particularly important in international business groups.

An English-law agreement between investors does not necessarily mean that English company law governs every company within the structure.

The first task can therefore be surprisingly practical:

Which company is actually involved, where is it incorporated and what legal right is being asserted?

Those questions should be answered before assuming that the same law applies to the whole dispute.

Which country should hear the shareholder dispute?

Jurisdiction is another early question.

The fact that a shareholder lives in England does not automatically mean that every dispute involving them should be determined by the English courts.

Relevant considerations can include:

• where the company is incorporated;
• the wording of the shareholders’ agreement;
• any jurisdiction clause;
• any arbitration clause;
• where the defendants are located;
• the nature of the particular claim;
• where relevant events took place; and
• whether proceedings have already begun elsewhere.

The answer can differ between claims arising from the same commercial conflict.

A contractual claim under a shareholders’ agreement may raise one jurisdictional question while a dispute about the internal affairs of a foreign company raises another.

That is one reason cross-border shareholder disputes should be mapped by claim, company and remedy, rather than treated as one undivided disagreement.

Is governing law the same as jurisdiction?

No.

Governing law identifies the system of law used to determine particular legal rights and obligations.

Jurisdiction concerns which court or tribunal has authority to decide the dispute.

A shareholders’ agreement might therefore be governed by English law while requiring disputes under the agreement to be determined through arbitration.

There may also be a third issue: the law governing the company’s own corporate affairs.

A cross-border shareholder dispute can therefore involve:

• the law governing the shareholders’ agreement;
• the law of the company’s place of incorporation; and
• the procedural law of the court or tribunal hearing the dispute.

These are related questions, but they are not interchangeable.

Does section 994 apply to an overseas company?

Section 994 of the Companies Act 2006 provides the English statutory remedy for unfair prejudice.

It allows a member of a company to petition where company affairs have been conducted, or an act or omission has occurred or is proposed, in a manner unfairly prejudicial to members’ interests.

Section 994 applies to a “company” within the meaning of the Companies Act 2006. A company incorporated overseas will not ordinarily become subject to the English section 994 regime merely because one shareholder lives in England or the business has operations here.

Where the company is incorporated abroad, the shareholder remedies available under the law of that jurisdiction need to be considered.

An English company can, however, still generate a heavily cross-border section 994 dispute where its shareholders, directors, assets or operations are overseas.

For example, an English company may own foreign subsidiaries, intellectual property or other assets while its shareholders live in several different countries.

The international aspects do not remove the English company-law question, but they can materially affect evidence, jurisdiction, asset protection and enforcement.

Our Unfair Prejudice Petition Solicitors page deals with the English section 994 remedy in greater depth.

Overseas shareholders and exclusion from management

Distance can make exclusion from a company harder to identify and harder to challenge.

An overseas shareholder may discover that decisions have been taken without them, information has stopped arriving or important assets have been moved within an international group.

Concerns might include:

• exclusion from board or shareholder meetings;
• refusal to provide financial information;
• changes to management or control;
• dilution of an existing shareholding;
• transfer of assets to another group company;
• diversion of revenue;
• disputed dividend decisions;
• connected-party transactions; or
• movement of intellectual property between companies or jurisdictions.

The starting point is to establish the shareholder’s formal rights, the company’s constitution, the relevant agreements and which company legally owns the assets concerned.

Physical distance does not itself reduce shareholder rights, but it can make evidence and company information more difficult to obtain.

Shareholder disputes involving international business groups

An international shareholder dispute may concern far more than one company.

An English holding company might own subsidiaries abroad. Different shareholders may exercise practical control over different companies within the group. Intellectual property may sit in one jurisdiction while the trading business and revenue sit elsewhere.

A dispute described commercially as one shareholder conflict may therefore involve several distinct legal entities.

It can be important to identify:

• which company owns the relevant intellectual property;
• which entity receives particular revenue;
• where employees are engaged;
• which company owns property or other valuable assets;
• which entity entered important customer or supplier contracts; and
• whether value has been transferred between related companies.

Company groups are often managed commercially as a single enterprise, but the constituent companies remain separate legal entities.

That distinction can become crucial once the shareholders fall out.

A remedy directed at one company may not automatically determine ownership or control of assets held by another group entity.

Cross-border shareholder deadlock

Deadlock can become more difficult where equal owners live in different countries or control different parts of an international business.

One shareholder may control operations in one market while another controls a subsidiary, asset or customer base elsewhere.

A workable separation may therefore require more than simply valuing one block of shares.

The parties may need to consider how different subsidiaries, markets, intellectual property or commercial operations can be divided.

Where the main issue is a 50/50 impasse, negotiated buyout or separation of business interests, see our Shareholder Deadlock and Business Separation Solicitors page.

International shareholder disputes involving directors

Shareholder disputes frequently involve allegations about directors too.

A shareholder may allege that a director has transferred assets, diverted opportunities, misused company money or placed personal interests ahead of those of the company.

In an international group, the first question may be which company suffered the alleged wrong.

For an English company, the general statutory directors’ duties under the Companies Act 2006 are ordinarily owed to the company.

Where the director serves a foreign company, the relevant duties and remedies may instead require advice under the law applicable to that company.

Our Director Dispute Solicitors page explains English directors’ duties and derivative claims in greater detail.

Serving proceedings on an overseas shareholder or director

Bringing proceedings in England does not by itself resolve the question of how an overseas party will be served.

Where an English shareholder claim is brought against an overseas shareholder, director or related party, the claimant should consider at an early stage whether and how proceedings can be served abroad.

The Civil Procedure Rules provide different routes for service outside England and Wales.

Court permission is required in some circumstances but not others. Where permission is required, the applicable jurisdictional basis and whether England and Wales is the proper place for the claim can become important.

The correct route can also depend on contractual provisions and the country in which the defendant is located.

Service should therefore be considered before proceedings are issued, particularly if urgent relief may also be needed.

Parallel shareholder proceedings in different countries

One of the most difficult situations arises when the same commercial conflict generates proceedings in more than one country.

For example, one court may be asked to determine control of a company while separate proceedings concern a shareholders’ agreement, intellectual property or an asset held elsewhere.

Parallel cases can create risks of:

• inconsistent decisions;
• duplicated legal costs;
• overlapping evidence;
• competing applications;
• tactical disputes about forum;
• different procedural timetables; and
• difficulty implementing the eventual result.

A coordinated strategy should identify what each proceeding is intended to achieve.

Starting another case is not necessarily useful simply because another jurisdiction is available.

Lawyers in the relevant countries may need to work together so that evidence, applications and settlement positions are approached consistently.

Arbitration clauses in international shareholder agreements

Some shareholders’ agreements require disputes to be resolved through arbitration rather than ordinary court proceedings.

The arbitration clause should be reviewed early to determine:

• whether it covers the particular dispute;
• the seat of the arbitration;
• the applicable rules; and
• the process for appointing the tribunal.

A dispute may also involve corporate-law questions that sit alongside the contractual arbitration.

The precise interaction will depend on the companies, claims and jurisdictions involved.

Nath Solicitors has experience in substantial international arbitration, including proceedings conducted under the LCIA Rules.

For detailed guidance, see our International Arbitration and Mediation page.

Overseas assets and enforcement

Winning a shareholder dispute and implementing the result are separate questions.

A judgment or order may need to operate against a shareholder or asset located outside England and Wales.

Asset location should therefore be considered early, particularly where the practical objective is payment, transfer of property or implementation of a business separation.

The 2019 Hague Judgments Convention, which entered into force for the United Kingdom on 1 July 2025, can assist with recognition and enforcement of qualifying civil and commercial judgments between participating states.

Its application to company disputes requires care because certain matters concerning the validity or dissolution of legal persons and the validity of decisions of their organs are excluded from its scope.

Not every company-related judgment is necessarily excluded, so the character of the particular judgment matters.

Arbitral awards are subject to a separate international enforcement framework.

For more detailed advice about recognition and enforcement abroad, see our International Judgment & Arbitral Award Enforcement and International Disputes pages.

Urgent action in a cross-border shareholder dispute

Some shareholder disputes require action before the underlying case can be finally determined.

Concerns may include:

• transfer of valuable company assets;
• movement of intellectual property;
• dissipation of funds;
• attempted changes to company control;
• transfer of disputed shares; or
• disclosure of confidential business information.

Urgent relief should be considered in the context of both jurisdiction and practicality.

An English court order may be valuable, but where the asset or person affected is abroad it may also be necessary to consider what steps can be taken in the other jurisdiction.

Early coordination with overseas counsel can be particularly important where parallel protective measures are required.

For general information on interim relief, see our Injunction Solicitors page.

Our experience in cross-border shareholder disputes

Nath Solicitors has more than 30 years of litigation and advisory experience and acts for businesses, entrepreneurs, shareholders and investors in international disputes.

Our published work includes a substantial shareholder dispute concerning ownership and control of valuable intellectual property, trade marks and commercial assets across the Middle East, Europe and the United States.

The dispute combined shareholder rights with competing claims concerning trade mark ownership and required proceedings to be coordinated across jurisdictions.

Nath Solicitors worked with overseas lawyers as part of that process. The firm reports that the court proceedings concluded in its client’s favour.

The matter illustrates an important feature of international shareholder disputes: determining who controls the wider business is not always the same question as determining which legal entity owns a particular asset.

In disputes of this kind, identifying the legal owner of an asset can be just as important as identifying which shareholder controls the group.

This page contains general information about company law and cross-border disputes. It does not constitute legal advice in relation to any particular matter.

Reviewed by Shubha Nath, Solicitor and Director