Company law – Shareholder disputes and the liabilities of corporate bodies
Conflicts between shareholders, questioning the responsibility of directors or auditors are critical moments in the life of a company. They involve not only considerable financial interests but also the continuity of the business, its reputation, and the stability of its governance.
The Concordes firm supports its clients, whether majority or minority shareholders, directors, executives, auditors, and investors, in the prevention, management, and litigation of these sensitive situations, combining technical expertise, strategic vision, and a perfect mastery of the Belgian legal framework.
Shareholder disputes
Strategic support in situations of deadlock and breakdown
Conflicts between shareholders can arise from strategic divergences, abuse of majority or minority, violations of shareholder agreements, decision-making deadlocks, or situations of exclusion or forced withdrawal.
These situations require a detailed analysis:
- of the articles of association and shareholder agreements;
- of the governance mechanisms in place;
- of the political and financial rights attached to the shares;
The firm intervenes particularly in the context of:
- actions for exclusion or withdrawal;
- judicial dissolution procedures for just cause;
- litigation related to the execution or termination of shareholder agreements;
- conflicts related to restructuring or transfer operations;
- mediations and strategic negotiations aimed at an orderly exit.
Our approach prioritizes, when possible, a structured and strategic resolution of the conflict, ensuring the preservation of the company's value and the economic interests of our clients.
Directors’ liability
The responsibility of directors is currently a major governance issue. It can be engaged with respect to the company, shareholders, or third parties, in the event of a fault in the exercise of the mandate.
The firm assists its clients in the context of:
- social actions in liability;
- individual actions by shareholders;
- litigation related to mismanagement, violation of duties of loyalty or diligence;
- liability proceedings in the context of insolvency;
- preventive analyses of risks related to certain strategic decisions.
Patrick Kileste and Michel Caluwaerts have also written several contributions regarding the responsibility of directors and conflicts between shareholders.
This doctrinal expertise feeds into a demanding, structured, and deeply strategic litigation practice.
Responsibilities of the commissioners
A highly technical litigation with high legal intensity.
The responsibility of auditors, in their capacity as company reviewers, constitutes a particularly technical matter, at the intersection of corporate law, accounting law, and obligations law.
It can be engaged in the event of:
- failure to comply with professional standards;
- failure to control or alert;
- errors in the certification of accounts;
- in case of damage suffered by the company or by third parties.
We intervene both in defense and in demand, developing a strategy based on:
- the technical analysis of audit reports;
- the chronological reconstruction of decisions and actions;
- the precise identification of the causal link and the alleged damage.
The subject requires a deep understanding of the professional standards applicable to auditors, as well as a strategic understanding of financial and reputational stakes.
Within the Concorde firm, Michel Caluwaerts has notably written several doctrinal contributions dedicated to the liability of auditors.
