Governance disputes and advisory

Governance issues rarely stay theoretical. Governance issues often arise from differing interpretations of governing documents, contested resolutions or concerns about how powers are being exercised. These matters can affect organisational stability, stakeholder confidence and the personal position of directors and committee members. We advise boards, directors, charities and associations on governance disputes and preventative governance advisory, helping organisations navigate contested decisions, strengthen governance frameworks and manage regulator expectations. These issues often overlap with shareholder and director disputes and regulatory investigations, and may escalate into commercial litigation.

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Governance challenges commonly arise where decision‑making processes are unclear, where governing documents are interpreted differently, or where stakeholders question how powers are being exercised.

These issues may involve director conduct, access to information, conflicts of interest or the validity of resolutions.

Such matters can influence organisational stability, stakeholder confidence and the effectiveness of leadership

Governance challenges and organisational impact

Our governance capability

  • We advise on statutory and general law duties, conflicts of interest, access to information and responses to alleged breaches. We also act in enforcement or defence of claims involving current or former directors.

  • We review, draft and update constitutions, charters, delegations and governance frameworks, including advice on compliance, interpretation and practical application.

  • We advise on meeting procedures, voting rights, decision‑making processes, record‑keeping and the validity of resolutions, including conflict management and procedural fairness.

  • We act in oppression claims, member remedies and disputes involving voting rights, access to information and challenges to the validity of decisions or governing rules.

  • We advise on and run derivative proceedings where action is taken on behalf of the organisation against those in control.

  • We assist charities and not‑for‑profits with governance standards, responsible person conduct, compliance reviews and responses to ACNC inquiries or investigations.

  • We act in inquiries and enforcement action involving incorporated associations, including disputes about committee conduct, member treatment and compliance with the Associations Incorporation Reform Act (Vic).

  • We advise on governance structures, board composition, succession planning, delegation frameworks and alignment of governance settings with organisational purpose.

  • We assist in disputes between committee members, and between committees and members, including suspensions, expulsions, access to information and cultural or behavioural issues.

  • We conduct governance reviews, identify structural or procedural weaknesses and provide recommendations to reduce the risk of disputes or regulator involvement.

Who we support

• Boards and directors

• Committee members and officeholders

• Charities and not‑for‑profits

• Incorporated associations

• Members and stakeholders

• Founders and mission‑driven organisations

Regulatory and legal framework

Governance matters typically sit at the intersection of governing documents, statutory duties and regulator expectations.

These matters often involve the Corporations Act, the Associations Incorporation Reform Act (Vic), ACNC governance standards and guidance from Consumer Affairs Victoria.

Some issues resolve through negotiated governance changes, while others proceed to court, including applications in the Supreme Court of Victoria or the Federal Court’s Melbourne Registry.

Our approach to governance work

We begin by understanding the governance framework, decision‑making history and the dynamics between stakeholders.

We assess the legal position against governing documents, board and committee records and relevant statutory duties.

For advisory matters, we focus on strengthening governance structures, clarifying roles and improving processes. For disputes, we identify leverage points — whether through governance reform, member engagement, regulator involvement or litigation.

Our aim is to provide clear, commercially grounded options that support organisational stability and effective leadership.

Where governance issues escalate into formal disputes, we act in shareholder and director disputes, partnership disputes, and commercial litigation before the Supreme Court of Victoria.

Key governance questions

  • Guidance on constitutions, board processes, duties, conflicts, delegations, governance frameworks and risk management.

  • When facing contested decisions, structural uncertainty, regulator expectations or early signs of internal conflict.

  • Yes, depending on governing rules and statutory rights.

  • Exposure may arise from alleged breaches of duty, misuse of powers or failure to follow process.

  • Often through complaints, governance concerns or compliance reviews.

  • No. Many resolve through negotiation, governance changes or mediation.

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