Business & Corporate Lawyers › Shareholder & Partnership Disputes
Shareholder Dispute Lawyers — Protecting Your Investment. Resolving the Deadlock.
Shareholder and partnership disputes are among the most damaging events a business can face — disrupting operations, destroying business value, and damaging relationships that may have taken years to build. Whether you are dealing with oppressive conduct, a deadlocked board, a breach of a shareholders' agreement, or a director who has misused company assets, a specialist commercial lawyer protects your position and finds the most efficient path to resolution.
⚠ Company assets can be dissipated quickly in a shareholder dispute — and interim injunctions to freeze accounts or prevent share transfers must be sought urgently. Get legal advice immediately if you suspect misuse of company assets.
What We Help With
Shareholder and partnership disputes — all common situations.
Oppression Claims (s232 Corporations Act)
Where the conduct of a company's affairs is oppressive, unfairly prejudicial, or unfairly discriminatory against a shareholder, that shareholder can apply to court for an oppression remedy — including a buy-out of their shares at fair value, a modification of the company's constitution, or an order winding up the company. A lawyer assesses whether oppression grounds exist and pursues the most effective remedy.
Deadlock — 50/50 Shareholders
Where two equal shareholders cannot agree on fundamental decisions — including the direction of the business, appointment of directors, or distribution of profits — the company is deadlocked. A shareholders' agreement with a deadlock resolution mechanism (Russian roulette, shotgun clause, or expert determination) prevents deadlock from destroying the company. A lawyer advises on resolving an existing deadlock and preventing future ones.
Breach of Shareholders' Agreement
Where a shareholder or director has breached the terms of a shareholders' agreement — including restrictions on competing with the company, share transfer restrictions, pre-emption rights, or obligation to contribute capital — a lawyer pursues remedies for breach of contract, injunctions to prevent ongoing breach, and damages for loss suffered by the company or other shareholders.
Director Misconduct & Misuse of Company Assets
Where a director has acted in their own interests at the company's expense — including taking company opportunities, paying themselves excessive remuneration, misappropriating company funds, or competing with the company using company resources — a lawyer pursues remedies including breach of fiduciary duty claims, recovery of misappropriated assets, and ASIC referral where appropriate.
Shareholder Buy-Out & Exit
Where a shareholder wants to exit (or be bought out of) a company, the valuation of their shares and the terms of the buy-out are frequently disputed. A lawyer advises on the valuation methodology, negotiates the buy-out terms, and drafts the share transfer documentation — ensuring the exiting shareholder receives fair value and appropriate protections.
Partnership Disputes — Professional Firms & Joint Ventures
Disputes between partners in a professional firm or joint venture — including disputes about profit sharing, contribution obligations, breach of the partnership agreement, or the dissolution of the partnership — are governed by the Partnership Act in each state. A lawyer advises on partner rights, pursues remedies for breach, and manages the dissolution process where necessary.
What the Law Says
Shareholder disputes — the legal framework.
The oppression remedy — s232 Corporations Act
Section 232 of the Corporations Act 2001 allows a member (shareholder) to apply to the court for a remedy where the conduct of the company's affairs, an act or omission by the company, or a resolution (or proposed resolution) of the company is: contrary to the interests of the members as a whole; or oppressive to, unfairly prejudicial to, or unfairly discriminatory against a member. Courts have interpreted these provisions broadly — oppression does not require dishonesty or bad faith; unfairly prejudicial conduct in the sense of conduct that lacks commercial justification at the expense of a shareholder's legitimate expectations is sufficient.
Court orders available in oppression proceedings
Section 233 of the Corporations Act gives courts a wide discretion to make orders in oppression proceedings — including: winding up the company; modifying or repealing the company's constitution; ordering a buy-out of the oppressed shareholder's shares (at a court-determined fair value); requiring the company to take specified action or restraining it from specified action; and appointing a receiver or a receiver and manager. The most common remedy sought is a buy-out at fair value — allowing the oppressed shareholder to exit the company at an appropriate price without the destruction of the winding up process.
Director duties — breach as basis for shareholder claim
Company directors owe duties under the Corporations Act 2001 — including: the duty of care and diligence (s180); the duty of good faith in the best interests of the company (s181); the duty not to improperly use their position (s182); and the duty not to improperly use information obtained as a director (s183). Where a director breaches these duties to the detriment of the company and its shareholders, the company (or a shareholder bringing a derivative action on behalf of the company) can seek remedies — including compensation for losses caused by the breach.
Derivative actions — suing on behalf of the company
Where a company has been wronged — by a director's breach of duty, a third party's fraud, or a breach of contract — and the company itself is controlled by the wrongdoers and will not sue, an individual shareholder can apply to the court for leave to bring a derivative action — commencing proceedings in the company's name on the company's behalf. Section 236 of the Corporations Act provides the mechanism for derivative actions, which require court leave and the satisfaction of a statutory test.
Shareholders' agreements — what they should cover
A well-drafted shareholders' agreement covers: decision-making thresholds (decisions requiring unanimous vs. majority approval); director appointment rights (particularly important where shareholders have different shareholdings); dividend policy and reinvestment; share transfer restrictions (pre-emption rights requiring offers to existing shareholders before external transfers); valuation methodology for buy-outs (earnings multiples, net asset value, EBITDA-based); deadlock resolution (Russian roulette, shotgun clause, expert determination, or escalation); non-compete and non-solicitation obligations; and exit provisions (drag-along and tag-along rights).
Valuation disputes — fair value in buy-out proceedings
The central issue in most shareholder buy-out proceedings is the fair value of the shares. Courts apply a range of methodologies — earnings-based valuation (discounted cash flow, EBITDA multiples), asset-based valuation, and comparable transactions — and appoint independent expert valuers where the parties cannot agree. A shareholder seeking a buy-out should instruct a lawyer and (where necessary) a forensic accountant to prepare a valuation that the court can work with. Discounts for minority interests are generally not applied in oppression proceedings — courts award full proportionate value.
How It Works
One request. A free shareholder dispute assessment.
Tell us your shareholding percentage, the nature of the conduct you are complaining about, and what outcome you are seeking. A commercial lawyer assesses your position for free.
Submit Your RequestDescribe the dispute
Tell us: your shareholding percentage; whether there is a shareholders' agreement; the nature of the conduct (oppression, deadlock, breach of agreement, director misconduct); and what outcome you are seeking (buy-out, removal of director, injunction, or winding up).
Matched to a commercial dispute lawyer
Your request is matched to a commercial lawyer experienced in shareholder disputes, Corporations Act proceedings, and buy-out negotiations — with experience in your state's Supreme Court and the Federal Court.
Strategy advice and action plan
A lawyer advises on the strength of your position, the most effective pathway (negotiation, mediation, or court proceedings), and the realistic costs and timeframe — giving you a clear picture of your options from the first consultation.
Common Questions
Shareholder disputes — frequently asked questions.
My business partner is excluding me from management — what can I do?
Exclusion of a shareholder from management — particularly where they were promised a management role as part of the arrangement for investing in or co-founding the company — is classic oppression conduct under s232 of the Corporations Act. Where a court accepts that you had a legitimate expectation of participating in management (even if that expectation was not documented in the constitution or shareholders' agreement), the exclusion can be oppressive. Remedies include reinstatement to a management role or (more commonly) a buy-out of your shares at fair value by the company or the other shareholders. A lawyer assesses the strength of the oppression case on the specific facts.
Can I wind up the company if my partner won't buy me out?
Yes — winding up is one of the remedies available in oppression proceedings under s233(1)(a) of the Corporations Act. Courts will order winding up where the relationship between shareholders has broken down irretrievably and no other remedy is appropriate — particularly where there is no realistic prospect of the parties working together and no mechanism for a buyout at fair value. In practice, courts often prefer to order a buy-out rather than wind up a solvent, operating business (which destroys value for all shareholders and employees). However, the availability of the winding-up remedy gives leverage in negotiating a buy-out at fair value.
The other shareholder has transferred shares to their family — can I stop this?
Possibly — if the shareholders' agreement or constitution contains pre-emption rights (which require a shareholder to offer shares to existing shareholders before transferring to a third party), an unauthorised transfer to a family member may be in breach of those provisions. An urgent injunction can be sought to prevent the transfer from being completed or to unwind a transfer that has already occurred. Even without pre-emption provisions in the agreement, the constitution may restrict share transfers. A lawyer reviews the agreement and constitution and advises on urgent action options.