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Shareholder Dispute Lawyers
Unresolved shareholder disputes can harm your business. Our lawyers advise directors, investors, and owners.
Shareholder disputes can escalate quickly. What begins as a disagreement over company direction can quickly spiral into deadlock. This threatens your business.
Our dispute lawyers act for directors, investors, majority and minority shareholders across Brisbane, Sydney and Melbourne. We provide strategic, commercially grounded advice at every stage of a dispute.
What is a shareholder dispute?
A shareholder dispute occurs when shareholders conflict with each other, the board, or management over business ownership, governance, or financial returns.
We typically see them in private companies where the roles of owner and director often overlap. Unlike public companies, private businesses frequently lack the formal governance or exit strategies needed to resolve these conflicts efficiently.
Common causes of shareholder disputes include:
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Disagreements over company direction or strategic decisions
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Breach of the shareholder agreement
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Breaches of fiduciary duties by directors
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Disputes over profit distribution, dividends or the use of company funds
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Conflicts between 50/50 shareholders where deadlock makes governance impossible
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Mismanagement or misuse of company assets
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Differences in valuation when one party wants to exit
How our lawyers resolve shareholder disputes
The best approach to any shareholder dispute is to try negotiation and mediation before committing to litigation. Court proceedings are expensive, time-consuming and, particularly in closely-held businesses, can be destructive to the very asset all parties are trying to protect.
However, some disputes will require court intervention. We combine commercial pragmatism with strong litigation experience. This means we know when to pursue a practical resolution and when to push hard for your interests.
The main methods we use to resolve disputes:
Negotiation
Direct discussions between parties, usually through their lawyers, aimed at reaching a commercially agreed outcome such as a share buyout, restructure or exit arrangement.
Mediation
A structured process where an independent mediator assists parties to reach agreement. Courts increasingly expect parties to attempt mediation before proceeding to trial in commercial disputes.
Arbitration
Where a shareholder agreement contains an arbitration clause, disputes may be resolved through private binding arbitration rather than court proceedings.
Litigation
Where other methods fail or urgent court orders are required (such as injunctions to prevent misappropriation of company assets or to freeze accounts), litigation through the Supreme Court or Federal Court becomes necessary.
Your rights as a shareholder
Majority shareholders
Majority shareholders generally control ordinary resolutions and may be able to replace directors, but that control is not unlimited. Conduct that is oppressive, unfairly prejudicial or unfairly discriminatory against minority shareholders can give rise to a court action under s 232 of the Corporations Act 2001.
Minority shareholders
Minority shareholders have important statutory protections, including the right to bring an oppression claim, seek a court-ordered buyout of shares, apply for the winding up of the company, or pursue a derivative action on behalf of the company where management has failed to act.
50/50 shareholders
50/50 shareholders face unique challenges. When equal partners deadlock, neither party can force a resolution through ordinary voting. Shareholder agreements should - but often do not - address deadlock mechanisms, and where none exist, the legal options available to break the impasse are limited but meaningful.
The role of documentation
The strength of your position often depends heavily on what is and isn’t documented. A well-drafted shareholder agreement with clearly defined dispute resolution procedures can significantly limit your exposure. If no agreement exists, your rights will be determined primarily by the Corporations Act 2001 and your company constitution.
Our commercial law team can also assist with reviewing or drafting shareholder agreements to protect your interests before a dispute arises.
What our dispute lawyers can do for you
We can advise and act across the full range of shareholder dispute matters, including:
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Reviewing your shareholder agreement and advising on your rights and obligations;
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Preparing or responding to formal legal notices;
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Negotiating share buyouts and exit arrangements;
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Pursuing or defending oppression claims under the Corporations Act 2001;
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Applying for injunctions and urgent interim relief;
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Representing shareholders in mediation, arbitration and court proceedings;
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Advising on winding up applications and court-supervised share valuations
We act for shareholders across a range of industries - including construction, professional services, technology, hospitality and private M&A transactions.
Frequently asked questions.
Disagreements over management decisions and profit distribution are the most frequent triggers, closely followed by breaches of shareholder agreements and the exclusion of minority shareholders from key business decisions. In our experience, the absence of a well-drafted shareholder agreement, or a failure to comply with an existing one, is the root cause of most disputes we see.
Yes, in most circumstances. A majority shareholder who holds more than 50% of the voting shares can ordinarily pass an ordinary resolution to remove a director under s 203D of the Corporations Act 2001, subject to any contrary provisions in the company's constitution or a shareholders agreement.
It’s not always this black and white. Removal in breach of a contractual obligation, or in circumstances amounting to oppression of a minority, can expose the majority shareholder to legal action.Minority shareholders have meaningful protections under Australian law, including:
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The right to vote on major company decisions
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The right to access the company's financial information and records
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The right to take legal action if the majority is treating you unfairly, freezing you out of the business, or making decisions that damage your interests
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The right to seek a court order forcing the majority to buy out your shares at a fair price
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The right to take action on the company's behalf if those running it are failing to act in the company's best interests
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The right to apply to have the company wound up if the relationship between shareholders has broken down beyond repair
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Where two equal shareholders deadlock, neither can override the other through voting. Resolution often depends on what the shareholder agreement says about deadlock, including any buyout mechanisms or tie-breaking procedures. Where no agreement exists, mediation, negotiated buyout or - in serious cases - a court application to wind up the company may be the available options.
Speak with a shareholder dispute lawyer.
If you are facing a shareholder dispute, whether you are a majority shareholder, a minority investor, or an equal partner in a deadlocked company, early legal advice can make a material difference to your outcome.
We’re a boutique commercial law firm advising businesses and executives across Brisbane, Sydney and Melbourne. Our lawyers are trained at top-tier Australian firms and bring a practical, commercially focused approach to every matter.
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Their pricing is very fair, and the communication is fast, honest, and clear, which makes a huge difference when dealing with complex legal matters.
Scott is amazing to deal with, and his team are incredibly passionate, professional, and committed to achieving the best outcome for their clients.
If you are looking for a legal team that will work with you rather than simply for you, these guys are absolutely the way to go. Highly recommend."
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What stood out was their ability to combine strong legal analysis with a practical understanding of the commercial realities of construction disputes. Their advice was always concise, responsive and focused on achieving the best outcome for the business rather than simply pursuing legal arguments.
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Scott and his team go above and beyond for their clients. Scott is extremely knowledgeable, diligent and practical. He is exactly what you want in your lawyer and I would not hesitate recommending his services.
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valued and trusted by our clients.
"We’ve used Gibson MacNeill Lawyers across a number of matters, including the purchase of businesses, resolving legal issues, and disputing contractual matters, and have consistently found their level of professionalism, competence, and integrity to be extremely high.
Their pricing is very fair, and the communication is fast, honest, and clear, which makes a huge difference when dealing with complex legal matters.
Scott is amazing to deal with, and his team are incredibly passionate, professional, and committed to achieving the best outcome for their clients.
If you are looking for a legal team that will work with you rather than simply for you, these guys are absolutely the way to go. Highly recommend."
"As the General Counsel for a renewables construction company, I have worked with a number of external law firms over the years on complex construction disputes. Our experience with Gibson MacNeill Lawyers in a recent Supreme Court subcontracting dispute was excellent.
What stood out was their ability to combine strong legal analysis with a practical understanding of the commercial realities of construction disputes. Their advice was always concise, responsive and focused on achieving the best outcome for the business rather than simply pursuing legal arguments.
I would have no hesitation recommending Gibson MacNeill to companies involved in complex construction or subcontract disputes."
Brayden Leisemann - General Counsel EPEC Group
★★★★★
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