General guidance
This guide currently contains general legal information. Jurisdiction-specific guidance for your location is coming soon. The Concaso assessment will still tailor its questions and analysis based on your jurisdiction.
Tailored versions available: Ontario, United States (General), England & Wales.
Defendant Centre
If you are defending this
The focus is what the company documents and board records show about the decisions being challenged.
- Find the deadline on anything you have been served with and diarise it immediately.
- Do not ignore it — many processes allow a decision to be made against you if you do not respond.
- Preserve documents and messages now; deleting anything is far worse than the underlying dispute.
- Separate what you genuinely dispute from what you accept, so the response is focused.
- Consider whether you have a claim of your own arising from the same events.
- Check whether an insurance policy or an employer may be required to cover or defend it.
Reading this from the other side? Switch to the Plaintiff Centre view.
The documents decide most of it
Owner disputes are usually resolved by reading the documents that were signed when things were going well. Where there is a shareholder or partnership agreement, it typically governs decision-making, deadlock, transfers and exit — and it usually overrides expectations that were never written down.
- Shareholder, partnership or operating agreement, including amendments
- Articles, bylaws and the register of shares or partnership interests
- Board and shareholder minutes and written resolutions
- Employment or consulting agreements for the owners
- Loan agreements, guarantees and shareholder loan records
The complaints that recur
| Complaint | Usually examined as |
|---|---|
| Being excluded from management | Whether reasonable expectations were defeated |
| Compensation taken by the other owner | Whether it was authorised and disclosed |
| Dilution or a new share issue | The purpose and process of the issuance |
| Diverting an opportunity or clients | Duties owed by directors, officers or partners |
| Refusal to provide financial information | Statutory and agreement-based access rights |
| Deadlock | Whatever mechanism the agreement provides, or statutory relief |
A recurring distinction is between harm to the company and harm to an individual owner. Which one it is affects who can bring what, and in many systems a claim on behalf of the company requires permission first.
As a controlling owner
Control brings process obligations. Decisions that benefit the majority — compensation, related-party transactions, new share issues — are the ones most closely examined, and contemporaneous documentation of purpose and approval matters more than anything said later.
Timing and forumGeneral guidance
Ordinary limitation periods apply to most owner claims, running from when the conduct was discovered. Agreements frequently also contain arbitration or mediation clauses that determine where the dispute must go, and those clauses are usually enforced.
Documents to gather
- Shareholder, partnership or operating agreement
- Articles, bylaws, share register and cap table
- Minutes and resolutions of directors and owners
- Financial statements, tax filings and management accounts
- Owner compensation, dividend and distribution records
- Personal guarantees and shareholder loan documents
Evidence that carries weight
- Emails or messages showing what was agreed about roles and profit share
- Bank and accounting records for related-party transactions
- Evidence of an opportunity taken outside the company
- Written requests for information and the responses given
- An independent valuation or the basis one was prepared on
Want both lists in one printable page?
Common mistakes
- Resigning or transferring shares before the exit terms are settled
- Removing company records or funds unilaterally
- Ignoring an arbitration clause and filing in court
- Leaving personal guarantees in place after an exit
- Delaying while the other side controls the books
Frequently asked
We never signed anything. Do I still have rights?
Usually yes — statutory defaults for the entity type apply, and in partnerships in particular the default rules can be quite different from what the owners assumed.
Can I force the other owner to buy me out?
It depends on the agreement and the statutory routes available. A purchase order is one of the most common outcomes of owner disputes, but it is not automatic.
Am I entitled to see the financial records?
Owners generally have inspection rights, though their scope varies by entity type and jurisdiction. A written request that specifies the documents is usually the first step.
The other owner is paying themselves more. Is that a claim?
It depends on what was authorised and disclosed. Compensation that was properly approved is treated very differently from amounts taken without authority.
How is the business valued?
By an accepted valuation approach applied at an agreed date. Disputes usually concentrate on the valuation date, normalising adjustments, and whether minority discounts apply.
Assess my situation
Concaso turns what you already know into a structured, confidential report — strengths, weaknesses, missing evidence, and the deadlines that matter. We will start you in the right place based on this guide, as a majority shareholder.
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This guide is general information, not legal advice, and Concaso is not a law firm. Reading it does not create a lawyer–client relationship. Deadlines and procedures differ by jurisdiction and change over time — confirm anything you intend to rely on.