Mediation: an effective method for resolving conflicts between shareholders and directors

Our daily practice teaches us that in large SMEs, roles are generally better defined and share ownership is more structured—for example, through a shareholders’ agreement—which makes it easier to objectify disagreements. An internal study by deminor NXT showed that only 34% of Belgian SMEs had a shareholders’ agreement: for the remaining 66%, out-of-court dispute resolution therefore requires negotiation – with or without the intervention of a third party.

Family businesses deserve special attention: share ownership and management are often intertwined, and family ties can quickly turn a professional dispute into an emotional conflict. In this type of structure, a conflict between directors often becomes a conflict between shareholders, and vice versa. At deminor NXT, 50% of conflict cases involve a family or quasi-family dimension – not surprising in a country where family businesses represent nearly 70% of the economic fabric. In this context, the issue is not only legal: it is human, emotional, organizational, and patrimonial.

Paradoxically, in this type of conflict, it is often the person who “claims to be rational” who begins by pointing out that they are either the driving force behind the project or the only one generating added value for the company, revealing that the conflict goes beyond financial issues to include human and emotional dimensions.

In such sensitive situations, mediation is a particularly appropriate means of resolution.

Mediation is a voluntary and confidential process led by a neutral third party—the mediator—who helps the parties to re-establish dialogue and work out a solution themselves. Unlike a legal or arbitration procedure, the mediator does not impose a decision: they structure the discussions, clarify the interests and needs at stake, and facilitate the development of lasting, tailor-made agreements.

In this type of conflict, the mediator often acts as a “business divorce manager”: they provide support, give space for emotions and concerns to be expressed, and place all the issues at stake – human, operational, and financial – in a resolution dynamic.

Mediation offers many advantages:

• It preserves the relationship between the parties and the governance of the company.
• Discussions remain confidential, allowing each party to express themselves freely, while preserving the company’s reputation and the confidentiality of sensitive information.
• Mediation enables tailor-made agreements and the articulation of legal, operational, and human solutions.
• By avoiding escalation and destructive decisions, mediation helps preserve the value of the company, which is the first victim of conflict between its shareholders.
• Mediation is generally a shorter and less costly process than litigation.
• When separation is necessary, mediation allows it to be organized in a way that respects the interests of all parties, including those of the company.

For more than 30 years, deminor NXT has been supporting companies facing shareholder and governance conflicts. Our “Conflicts” department brings together experienced lawyers, skilled in deciphering legal and strategic issues, as well as mediators approved by the Federal Mediation Commission, guaranteeing an ethical, structured, and neutral approach to conflict.

Our added value:

• Recognized experience in resolving complex conflicts (governance, strategy, shareholder conflicts);
• Expertise in negotiation and mediation, focusing on sustainable and balanced solutions;
• A detailed understanding of conflict dynamics and stakeholder management.

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If your company is facing a conflict between shareholders or directors, or if you perceive latent tensions before they become overt, our teams are available for a confidential consultation. We provide you with certified mediators and a multidisciplinary team of lawyers and financiers to guide you toward a sustainable and balanced solution.