Shareholder Disputes
Trends and insights 2026
As we move into 2026, the corporate disputes landscape continues to evolve rapidly, shaped by economic volatility, regulatory reform and a series of high-profile court judgments. We anticipate a hardening legal environment in which directors and shareholders face heightened scrutiny and personal risk. For businesses and leaders, this will mean more disputes, more regulatory pressure and a greater need for proactive governance. Our predictions draw on recent case law, market trends and the high-value and sensitive matters we handle for private and listed companies, directors, shareholders and senior executives.
Director liability tightens: the ‘honest belief’ defence weakens
Recent judgments, including the Court of Appeal's decision in Saxon Woods Investments Ltd v Costa [2025], have reinforced the court's willingness to hold directors to the highest standards of disclosure and transparency. The Court of Appeal overturned a prior decision that a director's "honest belief" that he was acting in the company's best interests was a complete defence where he had misled his board and caused his company to breach its contractual obligations (eg under a shareholders' agreement).
This marks a clear shift towards stricter scrutiny of directors' conduct. Directors may now face personal liability if they knowingly cause their company to breach its obligations, even if they sincerely believe that it is the right thing to do. "They'll thank me later" offers no protection.
This shift is reflected in our current matters, including acting for a former CEO defending claims worth c.$80m for alleged breaches of duty including a failure to disclose an alleged interest in a significant transaction and advising a director/minority shareholder facing potential claims arising from a forced 'drag along' sale at a valuation more than £480m below the company's historic valuation.
“In 2026, good intentions will not protect directors from personal liability.”
The Leaver Trap tightens
There has been a surge in disputes centring on 'Bad Leaver' provisions and aggressive valuation mechanisms, particularly within the AI and high-growth tech sectors. We expect this to continue into 2026, with growing tension between founders and investors, as boards and controlling shareholders use conduct allegations to trigger 'Bad Leaver' clauses, forcing share transfers at nominal value.
For founders and senior executives, the 'Good' and 'Bad' leaver distinction can represent an existential threat to their equity wealth. For boards, failure to follow due process when forcing the exit of a founder can expose the business to unfair prejudice petitions.
We are seeing this play out in practice, including acting for the co-founder of a pharmaceutical company in an unfair prejudice claim worth £38m following his removal from the company and breaches of Enterprise Management Incentive (EMI) share option agreements.
Privilege shields up: the end of the 'shareholder rule'
In a decisive shift ahead of 2026, the long-standing 'Shareholder Rule', which prevented a company from asserting legal advice privilege against its own shareholders, was effectively abolished by the Privy Council in Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd [2025]. We expect companies to be far more confident in seeking confidential legal advice regarding shareholder disputes without fear that it will later be disclosed to the very shareholders they are litigating against.
This shift fundamentally alters the playing field in unfair prejudice petitions. Minority shareholders lose a key tactical weapon (access to the company's private legal advice), while boards gain a 'safe space' to strategise during internal conflicts.
These issues are increasingly central to disputes we are handling, including acting for a senior executive seeking disclosure of key documents in support of his claims for unfair prejudice and breach of contract following the forced acquisition of his shares at nominal value.
The 'crypto-corporate' hybrid dispute
As more transactions incorporate digital or AI-related assets, contractual disputes are becoming significantly more complex – and often more costly to resolve. Traditional contract disputes are being complicated by novel asset classes such as cryptocurrency and AI intellectual property. In 2026, corporate disputes will raise not only traditional questions such as "was the share purchase agreement breached?" but also novel issues such as: "was the cryptocurrency paid as part of the acquisition consideration validly delivered" and "how should volatile digital assets forming part of deal consideration be valued at the date of breach, completion, or judgment?".
Standard dispute clauses often fail to account for the volatility and custodial nature of digital assets, leading to complex satellite litigation over jurisdiction and asset tracing.
We are already acting in matters dealing with these hybrid issues, including defending claims in a £18m AI company dispute involving trust arrangements over delivered shares, and counterclaims for the return of cryptocurrency worth £100m.
“Digital assets and governance disputes are reshaping the risk profile of corporate litigation.”
Taken together, these trends point to a more contentious and technically complex disputes environment in 2026, with boards and senior leaders needing to prepare for faster-moving, higher-stakes litigation.
Shareholder Disputes
We advise private companies, partnerships, founders and entrepreneurs and family businesses across a wide array of sectors, together with their stakeholders including private equity and venture capital funds, high-net-worth investors, shareholders and individual directors.
Our clients entrust us with their most sensitive and business critical issues. We offer a partner-led service, working with experts in our Corporate, Senior Executives and Regulatory teams to provide fully rounded strategic advice.