Corporate Oppression & Shareholder Disputes

At Rizks Law Firm we specialise in guiding Australian companies and stakeholders through the complexities of corporate oppression and shareholder disputes. Backed by deep expertise in the Corporations Act and a proven track record, our team delivers pragmatic solutions that safeguard your interests and preserve business value.

What Is Corporate Oppression?

Corporate oppression arises when a company’s affairs are conducted in a manner that is burdensome, harsh or wrongful to certain members, often minority shareholders. Under Section 232 of the Corporations Act 2001 (Cth), courts will find oppression where conduct is:

• Contrary to the interests of members as a whole

• Oppressive to, unfairly prejudicial or unfairly discriminatory against a member or members of the company

Section 233 empowers the court to make broad orders, including share buy-outs, constitution amendments or even winding up the company.

What Constitutes Shareholder Disputes?

Shareholder disputes can take many forms, typically involving:

• Deadlocks between equal shareholders or factions

• Breach of shareholder agreements or company constitution

• Exclusion from management or decision-making

• Denial of dividends or access to financial records

• Self-dealing transactions that advantage some shareholders over others

Not every disagreement amounts to oppression. It must cross an objective commercial threshold of unfairness or prejudice as determined by the courts.

Our Core Services

1. Oppression Claims & Remedies

   • Advise on grounds of oppression under Section 232

   • Draft and file court applications for relief

   • Negotiate share buy-outs, restructure agreements or, if necessary, winding up orders

2. Shareholder Dispute Resolution

   • Mediation and negotiation tailored to shareholder agreements

   • Commercial litigation and court advocacy under Sections 232–233 and Section 461

   • Pre-emptive risk assessments to avoid disputes emerging

3. Constitution & Agreement Reviews

   • Draft and amend shareholder agreements to embed clear exit and dispute-resolution clauses

   • Advise on directors’ duties and corporate governance best practices

4. Valuations & Financial Analysis

   • Obtain independent share valuations

   • Model financial remedies to support negotiation or court proceedings

Our Process

1. Initial Assessment
   We review the company’s constitution, shareholder agreements and dispute history.

2. Strategy Workshop
   We map out your objectives, risk appetite and timeline—whether you aim for a negotiated buy-out or court order.

3. Engagement & Negotiation
   We draft correspondence, engage opposing parties, and, where suitable, lead mediation.

4. Litigation & Enforcement
   If negotiation stalls, we prepare and file oppression or winding-up applications, represent you in court, and enforce orders.

Frequently Asked Questions

Who can bring an oppression claim?
Current or former shareholders, directors, and certain other persons with an interest in the company’s shares can initiate proceedings under the Act.

What remedies can the court grant?
The court can order share buy-outs, constitution amendments, regulation of future conduct, winding up the company, or any other remedy it considers appropriate.

How long do oppression proceedings take?
Timelines vary by complexity, but streamlined processes in many jurisdictions aim to resolve small-company oppression claims within 6–12 months.