Shareholder Deadlock Resolved: ₹8 Crore Exit for Minority Founder
Technology (SaaS Startup)
Technology (SaaS Startup)
Shareholder Dispute Lawyer
Shareholder Deadlock Resolved: ₹8 Crore Exit for Minority Founder
The Challenge
A 25% minority co-founder of a B2B SaaS startup approached Accorg Consulting. The majority founders (75%) had diluted his shareholding through unauthorized allotments, excluded him from board meetings, withheld dividends despite profitable years, and refused to buy his shares at fair value. He had no money to fund lengthy litigation, and the company's shareholders' agreement had no exit provisions.
Our Approach
1. Accorg lawyers filed an oppression & mismanagement petition at NCLT under Section 241/242 — highlighting: unauthorized allotment (reducing stake from 25% to 8%), exclusion from board, dividend denial, and refusal to provide inspection rights.
2. We simultaneously filed an interim application seeking restoration of original shareholding and board access pending full hearing.
3. NCLT granted interim relief — stayed the unauthorized allotment and directed the company to provide books access.
4. With NCLT order in hand, negotiation leverage completely shifted. We initiated structured settlement talks.
5. CA Harshaditya Kabra prepared an independent business valuation using DCF methodology — the company was valued at ₹32 crore.
2. We simultaneously filed an interim application seeking restoration of original shareholding and board access pending full hearing.
3. NCLT granted interim relief — stayed the unauthorized allotment and directed the company to provide books access.
4. With NCLT order in hand, negotiation leverage completely shifted. We initiated structured settlement talks.
5. CA Harshaditya Kabra prepared an independent business valuation using DCF methodology — the company was valued at ₹32 crore.
The Result
Minority co-founder received ₹8 crore for his 25% stake (consistent with the valuation). The unauthorized allotment was cancelled. The matter was settled before full NCLT trial — saving both parties 2-3 years of litigation. Total time from petition filing to settlement: 7 months.
This case study has been anonymized to protect client confidentiality.
Names, specific financials, and identifying details have been changed or omitted.
Past results do not guarantee similar outcomes in future matters.