01
The first question is what must be preserved
In the opening days we establish ownership, registry records, governing bodies, bank mandates, critical assets, imminent meetings, disputed transactions and system access. We then define the commercial objective: restore governance, stop asset leakage, recover loss, obtain information or buy or sell the stake.
- Control
- Who can call meetings, sign and operate accounts.
- Value
- Which assets, contracts and cash flows create enterprise value.
- Time
- Challenge periods, registry actions and irreversible-change risk.
- Exit
- Real pricing, funding source and an executable transfer path.
02
Evidence is collected before the conflict becomes public
Preserve charters and shareholders’ agreements, notices, ballots, minutes, remote-meeting recordings, powers, banking records, communications, data-room and accounting data. Electronic evidence needs provenance, time and chain of custody.
03
Information access is an independent protection tool
Article 50 of the LLC Law defines corporate records and an access procedure. A demand identifies the documents, period, copy format, confidentiality and business purpose. The resulting material becomes a map of transactions, affiliations, cash flows and decisions.
04
Challenge a corporate decision together with its consequences
Review competence, notice, agenda, papers, quorum, majority, conflicts and record. Article 43 of the LLC Law sets a short special challenge period, so the decision, any resulting transaction and required registry actions are analysed together.
- Voidable
- A statutory or charter breach affecting the shareholder’s rights.
- Void
- For example, no required majority or an off-agenda decision without all participants.
- Consequences
- Invalidating an approval does not automatically unwind the transaction.
- Time
- Document when the shareholder knew or should have known.
05
A disputed transaction needs the correct ground and defendants
Distinguish authority, major transaction, related-party issue, abuse, sham, asset diversion or breach of a shareholders’ agreement. Test counterparty knowledge, restitution, monetary substitute, good-faith acquisition and a parallel damages claim.
06
Director liability connects the decision, loss and causation
Article 53.1 covers directors, board members and persons exercising factual control. Review the information available, conflicts, ordinary business risk, transaction price and alternatives, corporate loss and joint conduct. The Supreme Court’s 2025 review provides a current analytical framework.
07
A stake dispute starts with the chain of title
Review acquisition, payment, notarial instruments, registry or share-register entries, pledges, inheritance, spousal rights and indirect transactions. The remedy follows the defect: title declaration, invalidity, recovery of property, registry correction, damages or option enforcement.
08
Shareholder exclusion is an exceptional remedy
LLC participants holding at least 10% in aggregate may seek exclusion of a participant whose serious breach makes the company’s activity impossible or materially obstructs it. The case must show conduct, consequences and why a less intrusive remedy will not remove the obstruction.
09
Deadlock is resolved by changing mechanics or separating interests
Test whether required decisions truly cannot be made and who created the impasse. Solutions include interim governance, an independent director, expert determination, revised reserved matters, bridge funding, one side’s buyout, business sale or asset division.
10
Interim relief preserves the dispute without shutting the company
Article 225.6 of the Commercial Procedure Code permits attachment of shares, transaction or registry restraints and other measures. The application links a specific risk to enforceability, proposes a proportionate scope and avoids making corporate activity impossible.
- Shares
- Restrain disposal or encumbrance of the disputed block.
- Asset
- Target the specific transaction rather than general business.
- Registry
- A focused filing restraint where the risk is evidenced.
- Counter-security
- Financial readiness may strengthen the application.
11
The corporate nature of the claim determines forum and arbitrability
Article 225.1 covers ownership, governance, transactions, damages, meetings and shareholders’ agreements. Arbitration of eligible disputes remains subject to statutory exclusions, special procedure and administration by a permanent arbitral institution.
12
Negotiation starts after procedural leverage is secured
Before proposing price, assess valuation, control premium or discount, debt, disputed distributions, tax and each party’s ability to fund. Compare scenarios by time, cost, asset-loss risk and enforceability—not only pleaded value.
13
A corporate settlement is a miniature M&A deal
It may combine a stake sale, resignations, releases, dividend or debt payment, document handover, security release and confidentiality. Simultaneous performance, escrow or another payment mechanism, approvals, tax analysis and default remedies are essential.
14
The best corporate dispute is resolved before it begins
The charter and shareholders’ agreement predefine information, governance, reserved matters, budget, conflicts, related-party transactions, funding default, deadlock, options and exit. Proper minutes and independent review of material transactions narrow the dispute space.
15
Initial conflict review pack
Charter and shareholders’ agreement; ownership structure; registry or share register; minutes and notices; disputed transactions; bank statements; accounting data; communications; powers; asset information; litigation and enforcement; desired commercial outcome.