In the dynamic world of digital business, the relationship between partners is a key factor for the success of any project. However, what starts as a strategic alliance between friends or collaborators can end up in a partnership conflict that puts the future of the company at risk. Conflicts between partners can arise for a variety of reasons: differences in strategic vision, non-fulfilment of commitments or even changes in the personal situation of one of the partners.
The importance of prevention
The best way to deal with corporate conflicts is to prevent them before they arise. Prevention is key, and in this regard, the shareholders’ agreement becomes an essential document. This agreement, signed by all partners from the beginning of the relationship, establishes the rules of the game, assigning responsibilities, rights and obligations. It also details what to do in the event of non-compliance or disagreement, providing a clear roadmap for dealing with any conflicts that may arise.
One of the most effective recommendations is to establish vesting clauses and exit mechanisms for new partners. This is especially useful when bringing in key partners or value-adding investors, as it ensures that only those who deliver on their long-term commitments will be retained.
The role of control and decision clauses
In digital businesses, where decision-making can be fast and crucial for the survival of the company, it is important to avoid paralysis due to conflict between partners. To this end, it is essential to include clauses in the shareholders‘ agreement that regulate the decision-making processes in the shareholders’ meeting and the board of directors. For example, clauses providing for tie-breaking mechanisms or qualified majorities can prevent deadlocks, especially in situations where the partners have equal stakes in the company.
Avoiding stagnation is essential for the health of any business, and even more so in digital sectors, where time is critical and competition can quickly overtake if a company is paralysed by internal conflicts.
Friendly settlement and negotiation
When a corporate dispute arises, the first step should always be to attempt an amicable resolution. It is recommended that the partners try to reach an agreement through the mechanisms provided for in the shareholders’ agreement, using the mediation of third parties, such as lawyers or specialised mediators, if necessary.
It is important to bear in mind that corporate conflicts often have a strong personal component, so the intervention of an impartial mediator can be decisive in unblocking the situation. Moreover, if the management body is not directly involved in the conflict, it can play a key role in mediating between the parties.
Recourse to the courts
If the negotiation is unsuccessful and the conflict escalates, it may be necessary to resort to judicial or arbitration proceedings. However, this should be considered as a last resort, as legal proceedings can drag on for years and generate high financial and emotional costs for the partners and the company.
At this point, having a well-structured and preferably notarised shareholders’ agreement can be of great help in defending the rights of the shareholders in court. A notarised shareholders’ agreement has greater probative force, which can make it easier for the judge to validate the decisions agreed by the shareholders and for them to be implemented more efficiently.
Conclusion
Managing corporate conflicts in digital business requires a preventive and strategic approach. The shareholders’ agreement is the cornerstone for avoiding conflicts and ensuring that, should they arise, there are clear and efficient mechanisms for resolving them. Negotiation and mediation should always be the first option, leaving litigation as a last resort.
In such a competitive and fast-paced digital business environment, having a clear framework for resolving conflicts not only protects the partners, but also ensures the continuity and success of the business project.
This publication does not constitute legal advice.
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