Shareholder Disputes
Oppression proceedings under section 232 of the Corporations Act, deadlocks, share buy-outs and exit arrangements.
A Dispute Between Shareholders Has Arisen
Shareholder disputes are personal as well as commercial, and they often play out in a small business where the parties cannot easily walk away from each other. The right approach depends on the conduct complained of, the structure of the company and the realistic exit available.
Reviewing the Shareholders Agreement and Company Constitution
The starting point is always the shareholders agreement and constitution, if there is one. These documents govern decision-making, transfer of shares and what happens in a deadlock, and often point to how the dispute should be resolved.
Directors' Duties and Decision-Making
Where a shareholder is also a director, their duties to the company can come into tension with their personal interests as a shareholder. We advise on where those lines sit and what conduct may cross them.
Rights, Remedies and Exit Options
Minority Rights and Oppressive Conduct
Minority shareholders have statutory protections, even where the constitution and voting power favour the majority. Conduct that is unfairly prejudicial, unfairly discriminatory, or contrary to the interests of shareholders as a whole can found an oppression claim under section 232 of the Corporations Act 2001 (Cth).
Access to Company Information
Shareholders and directors have rights to inspect certain company records. Access disputes are common and are often the first sign of a deeper conflict.
Buyouts, Valuation and Exit
A common outcome is one party buying out the other's shares at a price set by agreement or by the court. We advise on valuation methodology and structure the exit so it is workable for both sides.
Resolving the Dispute
Many shareholder disputes can be resolved through negotiation or mediation. Where that is not possible, we advise on and run oppression proceedings, derivative actions or applications to wind up the company.
How Shah & Co Lawyers can assist
We work through the documents and the conduct in dispute to identify the remedy that is actually available to you.
Oppression Proceedings
Advice and representation in section 232 oppression claims.
Shareholders Agreement Review
Reviewing agreements and constitutions to identify rights and remedies.
Buyout Negotiations
Negotiating exits and buyouts between shareholders.
Access to Records
Advice on rights to inspect company books and records.
Winding Up Applications
Just and equitable winding up applications where the relationship has broken down.
Derivative Actions
Pursuing claims on behalf of the company where the board will not act.
Options available to shareholders
- Oppression proceedings under section 232 of the Corporations Act 2001 (Cth).
- Buy out arrangements between shareholders, including valuation issues.
- Deadlock resolution under shareholders agreements and at general law.
- Derivative actions where the company itself has a claim that is not being pursued.
- Just and equitable winding up applications.
Frequently asked questions
General information only. Every matter turns on its own facts.
Other commercial law services
Business Purchases and Sales
Acting for buyers and sellers in the sale of goodwill, share sales, asset sales, due diligence, transition arrangements and restraints of trade.
Learn moreCommercial Contracts
Supply agreements, services agreements, distribution agreements, agency agreements, joint ventures and confidentiality agreements.
Learn moreContract Drafting
Drafting bespoke commercial agreements that reflect how the deal actually works and protect your position if things change.
Learn moreContract Reviews
Reviewing commercial contracts before signing, flagging risk allocation issues, unfair terms and points that should be negotiated.
Learn moreCommercial Disputes
Contractual disputes, breach of contract claims, misleading and deceptive conduct claims and Australian Consumer Law matters.
Learn morePartnership Disputes
Partnership disputes, dissolution, accounting between partners and disputes over partnership property and goodwill.
Learn moreGet clear advice on your rights as a shareholder.
Arrange a confidential consultation. Discreet, professional and tailored to your circumstances.