United Kingdom: Shareholders

Merger and acquisition disputes and shareholder arbitrations present distinct challenges in quantifying damages, from purchase price adjustments and balance sheet warranties to business valuations and control premiums. Understanding the methodological differences between accounting-driven M&A claims and valuation-focused shareholder disputes is essential for accurate damage assessment in international arbitration.

The Court of Appeal examines whether shareholders suffered unfair prejudice when a director pursued property investment opportunities for his own benefit rather than offering them to the joint venture company.

In a recent decision, the High Court held that a sole director and the company he controlled could together be liable for the tort of unlawful means conspiracy: LUX Films Ltd v Fowler & Anor [2026] EWHC 963 (KB).