Company ownership · Governance · Disputed exits
Advice and representation for shareholders, directors and companies in active ownership and control disputes — from oppression and deadlock to contested exits, valuations and urgent relief.
A company dispute can affect ownership, management, income and the value of a business at the same time. The shareholder, director and company may have different rights and interests. We identify the client and authority to instruct, review conflicts and distinguish personal claims from claims belonging to the company before taking action.
Our assessment starts with the constitution, shareholders' agreement, share register, minutes, accounts and relevant correspondence. We examine the challenged conduct, the decision-making rules and the commercial objective: restoring participation, stopping a transaction, agreeing an exit or defending an allegation. A disagreement between owners is not automatically oppression or a breach of director duties.
This service focuses on existing or emerging company disputes within our Litigation & Dispute Resolution practice. Preventive shareholders' agreement drafting, business structures and governance planning remain with Commercial & Business Law.
We consider the documents, evidence, available remedies and costs together, so the chosen response addresses the actual dispute.
Commercial law and documentation
Advice brings together the governing documents, legal rights and commercial purpose, rather than considering each instrument in isolation.
Connected practice areas
Our commercial, estate-planning and litigation services support matters that cross between ownership, succession and disputes.
A defined client and scope
We check conflicts, identify who is instructing us and confirm the work and costs before it begins.
Melbourne CBD & Ringwood
Consultations are available through our Melbourne CBD and Ringwood offices, with phone or video appointments by arrangement.
Focused advice for claimants and respondents, with negotiation and court options assessed against the legal merits and the business context.
Assess whether company conduct supports statutory relief, what evidence is needed and which remedy could address the harm.
Work through voting rights, reserved matters and contractual mechanisms when owners cannot make decisions.
Identify whose rights are affected and whether the relevant claim belongs to an individual or the company.
Resolve disputed departure terms with attention to the valuation mechanism, funding and enforceability.
Assess urgent court options when a proposed transaction, change of control or disposal of assets may prejudice rights.
Develop a strategy around the client's legal position and commercial objective, whether bringing or defending a claim.
Under the Corporations Act 2001 (Cth), the court may grant relief where the statutory grounds are established, including company conduct contrary to members' interests as a whole, or oppressive, unfairly prejudicial or unfairly discriminatory conduct against a member. The applicant's standing and the evidence must be assessed; ordinary disagreement or a contractual breach alone does not establish an oppression claim.
The court's available orders include regulating company affairs, restraining conduct and ordering a purchase of shares; winding up is also available in appropriate cases. A buyout is not automatic, and neither the price nor the remedy is predetermined. We assess how a proposed order would address the conduct, what valuation evidence is required and whether negotiated terms offer a workable alternative.
Deadlock requires a separate review of voting rules, contractual processes and any legal grounds for court intervention. Director-duty allegations raise questions about whose loss is claimed and whether the company should bring the proceeding. A statutory derivative action requires court leave under its own conditions; it is not interchangeable with a shareholder's personal claim.
We apply the relevant provisions to the client's evidence rather than assume every ownership conflict has the same remedy.
Preserve relevant records and identify urgent deadlines before a dispute escalates or a proposed transaction proceeds.
You have been excluded from decisions or records
We review your rights, the history of participation and the evidence, distinguishing contractual information rights from statutory rights and possible oppression.
Directors or equal owners cannot agree
We identify the blocked decisions, voting rules and dispute mechanisms, and evaluate a negotiated exit or court response without assuming the business must close.
An exit price or valuation is disputed
We check the agreed valuation process and proposed legal remedy, clarify the instructions for any expert and negotiate workable payment and release terms.
A transaction or control change is imminent
Contact us promptly with the notice, proposed documents and relevant deadlines. We assess urgency, evidence and interim relief before correspondence or unilateral action prejudices your position.
Read the existing guides for more detail on agreements, dispute processes and interim orders.
The existing agreement remains important, but it does not answer every oppression or director-duty question.
Read morePreparation, focused negotiation and mediation can be considered alongside the available court remedies.
Read moreInterim protection requires a proper legal and evidentiary basis, with attention to undertakings and costs.
Read moreWe review transfer restrictions, exit triggers and valuation provisions alongside the legal basis for any court remedy. The valuation date, basis and treatment of discounts may be disputed; independent expert evidence may be needed. Our role is to frame the legal questions and negotiated terms, not to promise a valuation figure or import a family-law valuation method into a company dispute.
A workable settlement also addresses funding, instalments or security where appropriate, director resignations, guarantees, releases, access to records and implementation. The interests of the company and remaining owners need to be considered alongside the departing shareholder's position. For planned, non-contentious ownership transitions, see our trusts and business succession service.
If assets, shares or control may change imminently, seek advice promptly. Interim court relief requires evidence and satisfaction of the applicable legal test; an undertaking as to damages and costs exposure may arise. Do not delete records, access systems without authority or take unilateral action on the assumption that urgency removes the need for a proper legal basis.
We explain merits, options and costs before recommending negotiation, mediation or proceedings. Bring the governing documents, financial records, relevant resolutions and correspondence, together with notices and deadlines. Enquiries are subject to conflict checks and confirmation of the scope and costs of work.
Plain-English answers to the questions we are asked most often by Melbourne clients.
In-depth, plain-English reading from our Information Centre.
Definitive Australian guide to shareholders' agreements for private companies — reserved matters, share transfers, pre-emptive rights, drag-along, tag-along, deadlock, buy-sell mechanisms, death and incapacity, dispute resolution and minority protection.
A practical Victorian guide for business owners on resolving commercial disputes before court — letters of demand, negotiation, mediation, expert determination, arbitration, VCAT and cost-effective strategies.
When assets, confidential information or transactions are at imminent risk, an urgent injunction may be an important remedy. A plain-English Victorian guide to interim and final injunctions, ex parte applications, the integrated serious-question and balance-of-convenience approach under ABC v O'Neill, the undertaking as to damages, and costs and contempt considerations.
Who pays legal costs in Victorian court proceedings? A plain-English guide to the 'costs follow the event' rule, standard and indemnity costs, Order 26 offers of compromise, Calderbank offers, security for costs and the costs risks of estate and commercial disputes.
Shareholder & Director Disputes
Tell us what has happened, what outcome you seek and whether a transaction or deadline is imminent. We will check conflicts, assess the available legal options and confirm scope and costs before work begins.
