Board Level Disputes & Exits

Board level and senior management disputes present businesses with additional challenges and difficulties, particularly during times of change or business restructure. They can also be particularly problematic in businesses subject to regulatory regimes. Senior-level disputes and exits can disrupt the efficient management of your business and carry with them reputational risk if the matter is acrimonious.

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The best way for businesses to manage such matters will be dependent on the nature of the business, and the factual background. Some senior exits may be entirely amicable, but it will still be critical to ensure measures are in place to protect your business.

For example, we can advise on the possible implications of a senior management exit where there are no post-termination restrictions to prevent employment by a competitor, or where a departing employee holds information proprietary to your business. The departure may result in a change of your ownership structure, or require disclosure to a regulatory body, in which case we are able to seek input from our Company Commercial Team.

Some common issues which arise around board-level disputes and exits are:

How do we manage director misconduct?
Can we protect our business from a senior team member working for a competitor?
What process do we follow if the exit results in a change of our ownership structure?
How can we ensure our post-termination restrictions are enforceable?

The answers to these questions will very much depend on your business model, industry and structure. Our specialist employment solicitors can advise on the most appropriate legal and commercial approach to ensure that disputes are resolved amicably where possible, or manage exits of senior employees to minimise litigation risk and reputational damage.

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Frequently asked questions

Board‑level disputes can arise for many reasons, but common triggers include differences in strategic direction, concerns about performance or conduct, breakdowns in trust, shareholder tensions, conflicts of interest, or disagreements about directors’ duties. In some cases, disputes arise during periods of business change, such as acquisitions, restructures or succession planning.

These situations require careful handling to protect the company, maintain confidentiality and minimise disruption. Our team regularly advises businesses in Bedfordshire, Hertfordshire and across the UK on resolving board‑level issues quickly and proportionately, with a focus on protecting the organisation’s long‑term interests.

Executive exits carry higher levels of legal, financial and reputational risk than standard employee departures. Employers need to consider contractual obligations, notice provisions, restrictive covenants, bonus entitlements, share options, confidentiality, company property and reputational safeguarding.

A structured, discreet approach is essential. Many exits are achieved through without‑prejudice negotiations and a settlement agreement to bring clarity and certainty for both sides.

We support organisations in planning and managing senior exits in a way that safeguards the business while reducing the risk of future challenge.

Directors have statutory duties under the Companies Act 2006, including obligations to act in the company’s best interests, avoid conflicts of interest, exercise reasonable care and skill, and promote the success of the business. Breaches – or allegations of breaches – often sit at the heart of board‑level disputes.

Understanding these duties is crucial when navigating disagreements, investigating concerns or considering an executive exit. We advise boards, shareholders and business owners on assessing risk, documenting decisions and ensuring compliance throughout the process.

The key to resolving board‑level disputes is early intervention, confidentiality and clear strategic planning. Options may include mediation, facilitated negotiation, restructuring board responsibilities, shareholder engagement or, where appropriate, a negotiated exit.

The aim is always to minimise disruption, protect stakeholder confidence and avoid unnecessary escalation. We take a pragmatic, solutions‑focused approach, helping businesses reach outcomes that balance commercial, legal and governance considerations.

Director and executive contracts need to reflect the reality of senior-level responsibilities and the risks involved. Employers should ensure these contracts address:

Notice periods and garden leave
Bonus, commission or LTIP arrangements
Confidentiality and intellectual property
Robust restrictive covenants
Shareholder or investment agreements (where relevant)
Termination provisions appropriate for senior roles

Well‑drafted agreements give employers greater protection if disputes arise or an exit becomes necessary. We work with businesses to ensure executive contracts and service agreements are comprehensive, enforceable and aligned to the company’s commercial needs.