Conflicts between partners in technology companies: common legal risks and how to prevent them from ruining the business
In a technology company that already generates revenue (SaaS(custom software, applied AI, data, digital platforms or cybersecurity) the conflict between partners is rarely just corporate.
Usually drags critical assets: code repositories, access credentials, deployment pipelines, customer lists, pricing, data models, technical documentation and know-how.
When trust is broken, the problem ceases to be personal and becomes a legal risk with a reputational component that is difficult to reverse.
Why conflicts between partners are more dangerous in technology companies
In traditional sectors, the damage is usually concentrated in cash, stock, or contracts.
In technology, The lever of damage is accessWhoever controls accounts, domains, cloud, CRM, repositories, integrations, or the roadmap can block operations in hours.
Furthermore, the evidence is digitalLogs, commits, tickets, conversations, and access. Well managed, it protects; poorly managed, it disappears or becomes contestable.
Added to this is the "standard" internationalization: clients outside of Spain, collaborators in other countries, cloud providers with foreign conditions or non-resident partners.
This cross-border element complicates (and increases the cost of) the response if it is not decided soon where the litigation takes place and which law applies.
Corporate deadlock in a technology company: when the board becomes a bottleneck
A classic case: the company works, but corporate governance breaks down.
There are meetings that are not convened, accounts that are not approved, investments that are halted, or a management body that no longer makes decisions.
Any wrong step can to generate challenges, nullities or liability of administrators.
There are usually two focal points:
The confusion between shareholders' agreement and articles of association.
Many key agreements (votes, vetoes, membership, non-compete, exit) are signed in a pact between partners… and are never incorporated into statutes.
In Spain, what remains private between partners may not be enforceable against the company, which creates problems when the conflict reaches the board or council.
Emergency decisions without formal protection.
In a serious conflict, The CEO tends to make decisions quickly (and it's usually the right thing to do).But if the corporate framework is not documented and respected, the internal rival finds a way: to challenge agreements, attack appointments, question delegations, or allege abuse of majority/minority.
The result is not just a lawsuit; it's uncertainty for banks, customers, and the team.
The idea is simple: in a societal crisis, formalism is not bureaucracy; it is preventive defense.
Technology-related commercial litigation lawyers
Technology disputes demand strategic legal decisions. This firm handles a limited number of complex cases.
Unfair competition and trade secrets in the digital environment
When a former partner (or a partner still in the company) launches a similar competing product, the real legal debate usually revolves around two main points: Unfair competition y trade secret.
La Unfair Competition Law It allows for actions for declaration, cessation/prohibition, and removal of effects (and, where applicable, rectification). An action for damages requires proof of intent or negligence on the part of the perpetrator.
But in technology, the most surgical tool is usually the Business Secrets Law: protects undisclosed information with business value that has been reasonably kept secret (e.g., architecture, internal documentation, datasets, pricing strategies, segmented customer lists, roadmaps, deployment scripts, or model parameters).
Here's a point that many founders overlook: It is not enough for something to be valuable; it must have been treated as a secret..
If NO reasonable measures exist (access controls, internal policies, segregation, NDAs(private repositories, traceability), the conflict becomes harder to win and easier to argue about.
In well-prepared cases, one should preserve evidence and value urgent measures (cessation of use, blocking of dissemination, securing of evidence) before the damage becomes irreversible.
The regulations on trade secrets themselves include tools for due diligence and securing evidence, and are linked to procedural precautionary protection.
Who owns the code? Intellectual property of the software and informal contributions between partners
In medium-sized technology companies It is surprisingly common for the main asset (the software) to have imperfect contractual traceability.
And that vacuum is dynamite in a conflict.
Under Spanish intellectual property law, the computer program It has a specific regime.
If the software is created by a salaried worker within the scope of their duties or following instructions from the employer, ownership of the exploitation rights generally belongs to the employer (unless otherwise agreed).
Where does the problem arise?:
- The partner who initially programmed as a freelancer and never signed a clear transfer agreement.
- The foreign contributor who contributes to the repository without a robust agreement.
- The use of open source components without license governance (risk of reciprocity/copyleft obligations, for example, providing the source code in distribution scenarios under GPL, or in network-accessible services under AGPL and distribution/compatibility restrictions, depending on the license and exploitation model).
- The code is mixed with previous projects of the partner or with "templates" brought from another job.
When there is a conflict, the adversary does not need to be right to cause harm: it is enough for them to sow doubt about ownership to put pressure on clients, investors or integrators.
That's why, in technology, A legal IP audit is an anti-blackmail policy.
Partner exit, separation/exclusion (where applicable) and purchase of shares
When a partner leaves, the conflict becomes entrenched for three reasons:
- There is no executable mechanism (call/put, drag, accompaniment, valuation, deadlines, financing).
- The departing partner retains leverage. (access, customer relations, technical reputation, control of a key supplier).
- The agreement is not aligned with the statutesAnd when it comes time to execute, it turns into an argument.
In terms of strategy, two questions arise:
- How do I neutralize operational risk?
- How do I close the exit without opening three collateral lawsuits (IP, secrecy, competition, administration)?
When an agreement is possible, what is effective usually includes: IP assignments and guarantees, reasonable non-compete and non-solicitation commitments, access refund/confirmation, and a breach regime with clear consequences.
If an agreement is not possible, it is advisable to prepare for litigation with the same approach: business objective and damage control.
Technology-related commercial litigation lawyers
Technology disputes demand strategic legal decisions. This firm handles a limited number of complex cases.
Conflict with foreign partners or international clients: jurisdiction, applicable law and enforcement
If there are partners, contracts, or clients in other countries, the first decision must be define the board:
- In the EU, the Regulation Brussels I bis It regulates rules of judicial competence and the recognition/enforcement of resolutions in civil and commercial matters, which influences where you can be sued and where you can sue.
- If the key contract contains arbitration clauseThe strategy changes: arbitration can centralize the resolution of the merits and reduce the risk of parallel litigation, although it may require judicial support (interim measures, annulment, and/or enforcement). Furthermore, arbitration falls outside the scope of Brussels I bis, and the international enforcement of awards is largely carried out through the New York Convention and the exequatur regime provided for in the Spanish Arbitration Law.
What to do in the event of a serious business dispute between partners: decisions to make in the first 72 hours
When the conflict is real (competitor on the move, customer loss, corporate deadlock), the company needs immediate actionbut with legal oversight.
Three principles:
Preserve evidence without contaminating it
Before Endless discussions, secure logs, repositories, backups, access, relevant communications and traceability.
An internal technical report can be useful, but it's important to think from the outset about how that evidence will be defended in court or in arbitration.
Secure the operational perimeter
Revoke critical access, review administrator accounts, protect domains and cloud credentials, and document decisions in the competent body.
The aim is to avoid immediate harm and demonstrate diligence.
Choosing a goal and a path
Not all cases require the same outcome: sometimes it's best to buy peace; other times, to mark territory with urgent measures; other times, to prepare an orderly exit while protecting IP and clients.
The key is that the legal route is subordinate to the business objective.
Conclusion: In technology, conflict between partners is won with strategy, not noise.
Conflicts between partners in technology companies are not just a shareholder dispute: they are a direct threat to the intangible assets that sustain the business.
The typical mistake is to approach them as “a dispute” or as “a personal problem”.
An effective response combines corporate governance, access control, protection of IP and secrets, and an early decision on the international stage.
Frequently Asked Questions (FAQs)
It depends. Not all competition is illegal, but it can be prosecutable if there is misuse of trade secrets, unfair competition, confusion, unfair competition to solicit customers, or misuse of company assets/credentials. The viability of a lawsuit is usually based on digital evidence and how the assets were protected before the conflict.
Not always. If the work was developed as an employee within the scope of their duties, the law generally grants exploitation rights to the employer (unless otherwise agreed). However, if it was done as a freelancer, non-employee partner, or external collaborator, without a clear contractual transfer, a serious discussion about ownership or licensing may arise.
It provides protection, but with limits. If certain rules are not reflected in the bylaws or are not properly implemented, they may not be enforceable against the company or may not produce the expected effect on the board/management body.
In many cases yes, if the danger of procedural delay is proven, the appearance of good right and, where appropriate, a guarantee is provided in the amount set by the court.
Jurisdiction, applicable law, and enforcement change. In the EU, Brussels I bis influences where litigation takes place and how judgments are enforced; and if an arbitration clause exists, the strategy may pivot to arbitration to avoid multi-country litigation.
RRYP Global, technology commercial litigation lawyers.
