Shareholder Dispute Lawyers
Our shareholder dispute lawyers act quickly to protect value and secure strong outcomes through negotiation, mediation, or litigation.
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With 40 years of experience, we’ve all seen the challenges you’re facing. We’ll help you avoid the mistakes others have made.
When Do You Need Shareholder Dispute Lawyers?
You may need advice sooner than you think. Early intervention often prevents long-term damage. If you’re unsure whether the situation qualifies as a dispute, that’s often the first sign that advice is needed.
Before signing or varying a shareholders agreement
When there is director–shareholder conflict
When dividends are withheld unfairly
When you are excluded from management or information
How Lazarus Legal Helps in Shareholder Disputes
At Lazarus Legal, we approach shareholder disputes with one priority: protecting commercial outcomes while reducing unnecessary escalation.
Our team understands that these disputes are rarely just legal. They are strategic, financial, and often personal.
How Lazarus Legal Helps in Shareholder Disputes
- Review shareholders agreements and company constitutions
- Advise on directors’ duties and shareholders’ rights
- Identify breaches of statutory and contractual obligations
- Develop negotiation and exit strategies
- Represent clients in mediation
- Commence or defend court proceedings
- Pursue or resist shareholder oppression claims
- Structure buy-outs and share transfers
Mediation Expertise
Many shareholder disputes can and should be resolved without court. We prepare strategically for mediation, ensuring:
- Your leverage is clearly understood
- Your financial position is protected
- Settlement terms are enforceable and commercially workable
A well-prepared mediation can preserve business relationships and avoid the cost and delay of litigation.
When court action becomes necessary, we act firmly and strategically. Shareholder disputes are commonly heard in the Supreme Court and may involve:
- Oppression proceedings
- Injunctions to prevent misconduct
- Orders for compulsory share buy-outs
We focus on efficient litigation, evidence strength, and strong negotiation positioning throughout proceedings.
What Is Shareholder Oppression?
Shareholder oppression occurs when the conduct of a company’s affairs is oppressive, unfairly prejudicial, or unfairly discriminatory towards one or more shareholders.
Under the Corporations Act 2001 (Cth), courts have broad powers to remedy conduct that unfairly harms a shareholder’s interests.
Oppression can arise in many forms, including excluding a shareholder from management contrary to prior understandings, withholding dividends without justification, or denying access to company information.
Importantly, oppression is assessed objectively. It is not enough that conduct feels unfair; it must be legally unfair in the circumstances.
Remedies Available in Shareholder Disputes
Courts have wide discretion to craft appropriate remedies depending on the circumstances. Common remedies include:
- Compulsory buy-out of shares at fair value
- Orders regulating the future conduct of the company
- Injunctions to stop improper conduct
- Setting aside transactions
- Appointment of a receiver or administrator
- Winding up the company (in serious cases)
In practice, many disputes resolve through negotiated buy-outs structured around these potential remedies.
The earlier advice is obtained, the stronger your position in securing a favourable outcome.
Best of the best. Professional, prompt and always offering excellent advice. I’ve used Mark and his team for multiple businesses from a tech start up to more established businesses. Mark has advised on employee contracts, shareholders agreements, trade marks and more. I wouldn’t use any other legal service provider.
Lazarus Legal is amazing. Absolute game changers. A friendly and dynamic team with fabulous offices. Good listeners with genuine knowledge of all sectors. Fast thinkers and really take the time to understand your business. What I love most is they work with and wholeheartedly encourage start ups. Highly recommend. A ++
Mark was efficient, professional and conducted everything in such a timely manner with excellent attention to detail. I was very new to the world of small business legalities and he was patient and took the time to take me through all the finer details to ensure it was clear and I was comfortable. I would highly recommend him!
- Deadlock rarely resolves itself
Take Control of the Dispute
Your Questions Answered By Our Shareholder Dispute Lawyers
How to resolve shareholder disputes?
Resolution depends on the nature of the conflict and the governing documents. Common pathways include:
- Reviewing the shareholders agreement and constitution
- Negotiation between parties
- Mediation with an independent mediator
- Buy-out or share transfer arrangements
- Court proceedings (if necessary)
Early legal advice helps clarify leverage, risks, and realistic outcomes before positions harden.
What are the rights of shareholders?
Shareholders typically have rights under the company constitution, shareholders agreement, and the Corporations Act 2001 (Cth).
Common rights include:
- Voting at general meetings
- Receiving dividends (if declared)
- Accessing certain company information
- Participating in surplus assets on winding up
- Protection from oppressive conduct
Rights vary depending on share class and any contractual arrangements. Minority shareholders often assume they have fewer rights than they actually do.
How to get rid of a bad shareholder?
There is no simple “removal” mechanism unless one exists in the shareholders agreement. Options may include:
- Negotiated buy-out
- Triggering compulsory transfer clauses
- Invoking drag-along provisions
- Alleging breach of agreement
- Bringing oppression proceedings
- Winding up (in extreme cases)
Each approach carries legal and commercial consequences. Strategic planning is critical to avoid escalating liability.
Who has more control: a director or a shareholder?
They have different roles. Directors manage the day-to-day affairs of the company and owe statutory and fiduciary duties. Shareholders own the company and exercise control through voting power.
In small private companies, overlap is common; shareholders are often directors. Conflict arises when those roles diverge. Control ultimately depends on shareholding percentages, voting rights, and the terms of the constitution or shareholders agreement.
Can a shareholder dispute be resolved without going to court?
Yes, many shareholder disputes can be resolved without going to court. Mediation and structured negotiation are often effective, particularly where the parties wish to preserve business continuity, a commercially viable buy-out is possible, or there is meaningful leverage on both sides to encourage settlement.
However, court proceedings may become necessary where there is ongoing misconduct, a risk of asset dissipation, entrenched deadlock, or an urgent need for injunctive relief to protect the company or a shareholder’s interests.