Lawyer for disputes between partners

When a company starts failing from within, the problem is rarely only legal. It also affects cash flow, management, trust, day-to-day operations, and often the very value of the business.
That is why, when there is a shareholder dispute, the worst thing you can do is let it drag on unresolved. The best approach is to quickly clarify what is happening, what rights you actually have, and what strategy makes sense: negotiate, block decisions, challenge resolutions, exit, exclude a partner, claim, or defend yourself.
At ASO Corporate, we help you manage the conflict with a clear objective: protect your position without losing control of the situation.

When a shareholder conflict stops being a disagreement and becomes a real risk

Corporate disputes usually start with a specific tension and gradually affect everything:

• deadlock in decision-making
• abuse of majority control
• minority shareholder without real access to information
• director aligned with one side
• disputed dividend distribution
• poorly managed shareholder exit
• resolutions passed under pressure or without proper balance

The Spanish Companies Act recognises minimum shareholder rights, including the right to participate in profits and liquidation, to exercise pre-emption rights in certain cases, to attend and vote at general meetings, and to challenge corporate resolutions under the conditions established by law.

I want to review a shareholder dispute

Right to information: many disputes are won or lost here

In many companies, the real conflict does not start with a lawsuit. It begins when a shareholder loses clear access to information, and from that point they are no longer sure whether they are dealing with a suspicion or a real problem.
In a limited liability company (S.L.), shareholders may request in writing before the general meeting —or verbally during it— any reports or clarifications they consider necessary regarding items on the agenda. In a public limited company (S.A.), shareholders may request information up to the seventh day before the meeting, and directors must provide it in writing up to the day of the meeting itself.
In practical terms: if you do not have information, you cannot make informed decisions or effectively challenge corporate resolutions.  

Challenging corporate resolutions: not everything approved at a shareholders’ meeting is protected

Just because a resolution is voted through does not mean it cannot be challenged.
The Spanish Companies Act establishes that corporate resolutions may be challenged if they are contrary to the law, the company’s bylaws, or the rules of the general meeting, as well as those that harm the corporate interest in favour of one or more shareholders or third parties.

This is particularly relevant in cases such as:

• poorly structured capital increases or reductions
• abusive changes to the bylaws
• resolutions passed with conflicts of interest
• procedurally defective general meetings
• disputed remuneration or decisions by the management body
• deliberate blocking or manoeuvres aimed at effectively forcing a shareholder out

I want to challenge resolutions or defend myself

Exit of a shareholder, withdrawal, and exclusion: these are not improvised decisions

Many clients come in with the same idea: “I want out now.” And sometimes, yes, an exit is necessary. But what matters is how, through which legal route, and at what valuation.
The Spanish Companies Act (LSC) regulates legal grounds for shareholder withdrawal, including the substitution or substantial modification of the company’s corporate purpose, extension of the company’s duration, reactivation, or the creation, modification, or early termination of ancillary obligations, unless otherwise provided in the bylaws. The law also contemplates specific cases linked to dividend distribution policy.

The key point is this:
exiting a company in the wrong way can cost you far more than staying a few extra months with the right strategy.

How we handle a shareholder dispute

1. We reduce the conflict to facts and documents
We do not work with perceptions. We work with bylaws, minutes, general meetings, communications, shareholder rights, and corporate actions.

2. We assess your real position
Being a majority shareholder is not the same as being a minority shareholder. Having a shareholders’ agreement is not the same as not having one. Disputing management is not the same as blocking key resolutions.

3. We define the objective
Exit, block decisions, negotiate, challenge resolutions, request information, claim damages, force agreements, or prepare a buyout or exit operation.

4. We apply the right strategy
Some disputes can be resolved. Others only find a real solution when addressed with legal firmness and structure.

What documentation do we need

If you already have it, it is useful to gather:

• deed of incorporation and company bylaws
• shareholders’ agreements, if any exist
• minutes and notices of general meetings
• certificates of corporate resolutions
• emails, WhatsApp messages, or other relevant communications
• annual accounts or useful financial documentation
• shareholder register book, if available
• any document showing deadlock, abuse of power, or lack of access to information

If you do not have everything, that is not a problem. We will tell you what is essential and what should be requested before taking action.

If a shareholder dispute is already affecting the company, it is better to act now

What today looks like an internal disagreement can tomorrow become a blocked company, a failed transaction, or a much more costly legal dispute.

Request an initial corporate assessment