Business law

MOSAIK acts for majority, minority and equal shareholders, as well as executives, to prevent the dispute, resolve it through negotiation or, when necessary, have it decided by the courts.

Preventing the dispute before it arises

The best litigation is the one that never happens. Well-drafted articles of association and a solid shareholders' agreement set out the crisis-exit mechanisms in advance:

• prior mediation or conciliation clauses;
• exit clauses: withdrawal, exclusion, buy or sell;
• valuation methods for the shares of a departing shareholder;
• allocation of powers designed to avoid deadlock situations.

The situations we see most often

• 50/50 deadlock: two equal shareholders who no longer agree on anything;
• abuse of majority: decisions taken against the corporate interest, for the sole benefit of the majority;
• abuse of minority: a minority shareholder blocking a decision essential to the company's survival;
• the removal or ousting of an executive, and the conditions attached to it;
• withholding of information: refusal to disclose the accounts or corporate records;
• compensation packages or related-party arrangements granted to some shareholders at the expense of others;
• diversion of clients or competing activity by a shareholder.

The tools for resolving the crisis

Each situation calls for a graduated response. MOSAIK systematically favors the fastest solution and the one that destroys the least value:

• negotiating an exit agreement: sale of one shareholder's stake, at a negotiated price and with negotiated warranties;
• mediation, particularly where the business relationship deserves to be preserved;
• a court-ordered management review (expertise de gestion, a French procedure allowing shareholders to have specific transactions independently examined) to shed light on suspicious dealings;
• the appointment of an ad hoc agent or a provisional administrator where the company is paralyzed;
• liability claims against executives or shareholders at fault;
• as a last resort, judicial dissolution for irreconcilable disagreement, where the company can no longer function.

Litigation, conducted with method

When trial is unavoidable, MOSAIK conducts the proceedings before the competent French commercial court (tribunal des activités économiques or tribunal de commerce): claims on the merits, summary proceedings, protective measures and evidentiary measures. The firm makes sure the litigation strategy stays aligned with the company's economic reality: a judgment won is worthless if the company does not survive it.

The firm's courtroom experience also feeds its advisory work: we know which clauses hold up before a court, and which do not.

How your case unfolds

Every shareholder dispute begins with a full diagnosis: review of the articles, the shareholders' agreement and the corporate minutes, analysis of the balance of power in the capital, quantification of what is at stake. On that basis, MOSAIK gives you a written strategy, with its options, costs and timeline, and then implements it:

• a formal demand letter or official attorney's letter, often enough to reopen the dialogue;
• conduct of the negotiations, with the support of a valuation expert where the share price is at stake;
• drafting of the settlement agreement and the transfer documents that seal the deal;
• failing agreement, launch of the appropriate proceedings, while keeping the door open to settlement.

Frequently asked questions

As a minority shareholder, do I have any recourse?

Yes. Minority shareholders have information rights, may request a court-ordered management review (expertise de gestion), bring a claim for abuse of majority, or sue the executive for mismanagement. The strategy depends on your goal: staying in, exiting on good terms, or putting an end to abusive practices.

Can a shareholder be excluded?

Only if the articles of association or a shareholders' agreement provide for it, under the conditions they set. Absent such a clause, exclusion is in principle not possible: which is precisely why these situations should be anticipated when the articles are drafted.

How long does shareholder litigation take?

Full proceedings on the merits generally take eighteen months to several years. That is precisely why MOSAIK explores negotiated solutions first, which often succeed within a few months, and reserves litigation for situations that truly require it.

Does the company keep operating during the dispute?

It must. Interim measures (court-appointed provisional administrator, sequestration, summary proceedings) preserve the business and the value of the company while the dispute is resolved.