Shareholder & Director Disputes in Johannesburg
When the people running or owning a company cannot agree, the consequences can reach staff, customers, funding and the business's value. Hugh Raichlin Attorneys helps Johannesburg shareholders, directors and businesses assess the documents, protect their position and consider negotiation, a structured exit or appropriate proceedings.
The initial telephone discussion is free and helps us understand whether the firm can assist. A paid consultation is arranged where appropriate. We aim to follow up within one working day after receiving your enquiry.
This page is for you if…
- Important decisions are blocked by a director or shareholder deadlock.
- You believe you have been excluded from decisions or information to which you may be entitled.
- A director's conduct or use of company resources is disputed.
- A proposed removal, share transfer, issue of shares or business transaction is contested.
- You want to negotiate an exit or respond to a demand before the dispute escalates.
How Hugh Raichlin Attorneys can help
Identify the client and the rights involved
The company, a shareholder and a director are not interchangeable. We first establish who seeks advice, who can authorise instructions and whether the issue concerns personal rights, company rights, management powers or an employment relationship.
Review the governing documents
The memorandum of incorporation, shareholder agreement, share register, board records and relevant contracts provide the starting point. The Companies Act also matters: an agreement is not a licence to bypass applicable statutory requirements.
Develop a practical dispute strategy
We identify the decision or conduct being challenged, the evidence, the required forum and what a useful remedy would achieve. Where appropriate, work may involve correspondence, negotiation, representation during mediation or court proceedings.
Consider an exit without ignoring the details
A buy-out or ownership change can require valuation, payment and security arrangements, releases, approvals and related contract changes. An agreement on price alone may leave important issues unresolved.
Key considerations
Separate your different roles
A person may be a shareholder, director, employee and lender at the same time. An end to one role does not automatically settle the others. Identify the documents, rights and obligations attached to each role.
Preserve the business and evidence
Keep records you may lawfully access and make a factual chronology. Do not move company money, delete records, divert business or lock another person out as an informal remedy. Ask about lawful protective steps where there is a genuine risk.
Match the remedy to the issue
Unfairly prejudicial conduct, alleged breach of duty, removal from office, information access and contractual deadlock clauses may call for different legal routes. The Companies Act includes potential remedies, but their requirements and who may use them need assessment. There is no automatic right to a buy-out simply because the relationship has broken down.
Understand which loss is claimed
A loss suffered by the company is not necessarily a direct personal claim by a shareholder. The identity of the claimant, the legal basis, evidence and recoverability need to be assessed before a demand or application is framed.
Negotiation does not resolve every deadline
Continue to take court papers, meeting notices and contractual deadlines seriously. A proposed mediation or ongoing discussion does not automatically suspend them.
Identify the role behind the dispute
Shareholder
Ownership rights, voting, information and any agreement between owners.
Director
Management responsibilities, decisions and conduct.
Company
Its own contracts, assets, liabilities and interests.
Other capacity
Employment, loans or personal guarantees may need separate attention.
The same person can hold more than one role. The legal routes are not interchangeable.
The next steps
- 1Explain who seeks advice and the decision or conduct in dispute.
- 2Identify existing notices, proceedings or urgent business risks.
- 3Provide the governing documents and factual chronology when requested.
- 4Discuss the available routes, commercial objectives, costs and scope of instructions.
Information to prepare
A brief enquiry is enough to start. Keep the relevant information below available for the consultation where possible. Send sensitive documents only when the firm requests them through an appropriate channel.
- Memorandum of incorporation and shareholder agreement.
- Share register or ownership records available to you.
- Relevant notices, resolutions, minutes and correspondence.
- Contracts, financial records or transaction documents relating to the concern.
- Employment, loan or guarantee documents if another role is involved.
- A chronology and the practical outcome sought.
- Demands, court papers or meeting dates already received.
Common mistakes to avoid
Avoid treating an ownership disagreement as permission to take company assets, assuming a CIPC filing alone resolves a contested decision, or using the same adviser for conflicting parties without addressing conflicts.
Relevant experience for your matter
Hugh Raichlin's practice includes commercial litigation, company and shareholder matters and mediation. Jessica El-Hage assists with commercial and civil litigation. The firm's wider contract and business-law practice supports consideration of both the dispute and the terms of a possible resolution.
Where mediation is considered, clarify whether HRA is being instructed to represent a party or Hugh is proposed as an independent mediator. Those are different roles and require the appropriate checks.
Hugh Raichlin
Principal Attorney & Accredited Mediator
BA, LLB · University of the Witwatersrand
Reported High Court and Supreme Court of Appeal litigation experience in commercial disputes.
View Hugh's profile
Jessica El-Hage
Attorney
LLB · University of Johannesburg
Commercial and civil litigation preparation and representation.
View Jessica's profileFrequently asked questions
Does a 50/50 ownership split mean liquidation is the only option?
No automatic conclusion follows from the percentage alone. The governing documents, decision-making structure, business circumstances and available remedies need to be examined.
Can a director be removed simply because shareholders disagree?
Removal has legal requirements and depends on the circumstances. Obtain advice on the proper procedure rather than treating a disagreement or filing as sufficient.
Does leaving the board end share ownership or a personal guarantee?
Not automatically. Directorship, shares, employment, loans and guarantees must be considered separately.
Can HRA act for the company and every shareholder?
Not where interests conflict. The firm must identify its client, confirm authority and address conflicts before accepting instructions.
Can mediation help with a business exit?
It may help parties negotiate where suitable, but no agreement is guaranteed. Valuation, funding, implementation and legal rights still need attention.
What should I send first?
Start with a brief description, your role and any deadline. The attorney will explain which documents are needed and how to provide sensitive records.
Related services
Legal Insights
What Can You do When a Director Deadlock is Killing Your Company?
Archived article: What Can You do When a Director Deadlock is Killing Your Company?. Original publication: 2025-07-28.
When Company Directors and Shareholders Come to Blows….
Originally published 2021-03-26: When Company Directors and Shareholders Come to Blows….. Historical legal commentary; consult current service guidance.
Why You Need a Shareholders’ Agreement, and How to Structure It
Originally published 2023-03-28: Why You Need a Shareholders’ Agreement, and How to Structure It. Historical legal commentary; consult current service guidance.
Useful sources
Protect your position without losing sight of the business
Tell us which decision, relationship or transaction is in dispute. We will assess whether the firm can assist and arrange the appropriate initial discussion.
How to get started
- 1
Send a brief enquiry, or start an AI-assisted WhatsApp enquiry at any time.
- 2
The initial telephone discussion is free and helps the firm assess whether it can assist. Where the firm may be able to help, an attorney ordinarily follows up within one working day.
- 3
Where appropriate, a paid consultation is arranged. Its scope and fees are confirmed separately; consultations are usually in person, with remote arrangements considered where suitable.
WhatsApp AI gathers initial information; it does not provide legal advice. An enquiry does not confirm an appointment, acceptance of a matter or action on a deadline.
Contact the firm
This website provides general information, not legal advice. Sending an enquiry does not by itself create an attorney-client relationship. Each matter is assessed on its own facts.