Shareholder and director disputes

Shareholder and director disputes often arise where expectations diverge, decision‑making becomes contested or the balance of control within a company shifts. These matters can affect governance, commercial outcomes and the personal position of those involved. We advise shareholders, directors and private companies in disputes involving control, conduct, access to information and the exercise of powers, including matters that intersect with governance advisory and commercial litigation.

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Dispute dynamics and commercial impact

Shareholder and director disputes commonly emerge where strategic direction is contested, where minority interests feel marginalised or where concerns arise about how powers are being exercised.

Issues may involve allegations of oppressive conduct, misuse of company resources, exclusion from management, access to financial information or disagreements about the validity of decisions.

These disputes can affect company performance, investor confidence and the ability of directors to discharge their duties effectively

Our shareholder and director disputes capability

  • We act in claims alleging conduct that is unfair, prejudicial or discriminatory to minority shareholders, including applications for orders regulating the company’s affairs or altering shareholdings.

  • We advise on statutory and general law duties, conflicts of interest, related‑party dealings and responses to allegations of breach, including matters that escalate into litigation.

  • We assist shareholders and directors seeking access to financial records, board papers and company documents, including applications under statutory inspection rights.

  • We advise on disputes involving board deadlock, contested appointments, removal of directors and competing claims to control of the company.

  • We act in derivative proceedings where shareholders seek to pursue claims on behalf of the company against directors or officers

  • We advise on disputes involving share transfers, pre‑emptive rights, valuation mechanisms and contested exit arrangements.

  • We advise on meeting procedures, voting rights, proxies, chairing powers and challenges to the validity of resolutions.

  • We assist where disputes attract regulatory attention, including ASIC inquiries into director conduct, governance processes or disclosure issues.

  • Shareholder and director disputes often overlap with governance advisory, regulatory matters and broader commercial litigation, and we advise across all related areas.

Who we support

• Minority shareholders

• Majority shareholders

• Directors and officers

• Founders and early‑stage investors

• Private companies and closely held entities

• Family‑owned businesses

• Joint venture participants

• Boards and committees

OUR APPROACH TO SHAREHOLDER & DIRECTOR DISPUTES

We begin by understanding the commercial context, the relationships between stakeholders and the decision‑making history that has led to the dispute.

We assess the legal position against statutory duties, governing documents, board and shareholder records and the company’s operational realities.

Our focus is on identifying leverage points, whether through negotiation, governance adjustments, access to information, valuation processes or litigation.

We aim to provide clear, commercially grounded options that protect our clients’ interests and support the stability of the company.

KEY SHAREHOLDER & DIRECTOR QUESTIONS

  • Oppression may include exclusion from management, misuse of powers, unfair prejudice to minority interests or conduct contrary to the company’s constitution or shareholder agreements.

  • Statutory inspection rights and equitable principles may allow access to financial records, board papers and other documents, depending on the circumstances.

  • Directors owe statutory and general law duties, including duties of care, diligence, good faith, proper purpose and avoidance of conflicts

  • A derivative action may be available where the company has a claim but those in control are unwilling or unable to pursue it.

  • No. Many disputes resolve through negotiation, governance changes, buy‑outs or mediation.

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