Business & commercial
Director & shareholder disputes in Victoria.
Most company disputes are not about the law. They are about one owner feeling shut out, underpaid or outvoted. CMK Legal in Richmond acts for directors and shareholders in private companies across Victoria, resolving deadlock, oppression and exit disputes commercially where we can, and through the Supreme Court where we must.
Solicitor-drafted
Strategy set by a solicitor, with the commercial outcome in mind, not just the pleading.
Practical timeframes
Initial advice within days; urgent injunctive relief where a lock-out or asset transfer is underway.
Fixed fee, quoted first
Fixed fee for the advice stage, with a written estimate for any dispute phase.
Australian commercial law
Corporations Act 2001, Supreme Court of Victoria practice, ASIC procedure.
What a director or shareholder dispute involves.
Disputes between the owners of a private company usually surface in one of a few ways: a majority shareholder stops paying dividends while paying themselves a salary, a director is locked out of the books, related-party transactions start appearing, a 50/50 company deadlocks on a decision, or one owner simply wants out and cannot agree on a price.
The Corporations Act gives shareholders real remedies. Sections 232 and 233 allow the Court to make orders where the conduct of a company's affairs is oppressive, unfairly prejudicial or unfairly discriminatory, most commonly an order that the majority buy out the minority at a valuation. Section 247A gives a shareholder the right to inspect the company's books. Section 461 allows a winding up on the just and equitable ground where a quasi-partnership has irretrievably broken down.
Directors have separate exposure. Duties of care, good faith, proper purpose and avoiding conflicts are owed to the company, and breaching them can lead to personal liability, compensation orders and disqualification. Where insolvency is a live issue, insolvent trading and the safe harbour provisions need to be considered before any further trading decision is made.
Do not resign as a director, sell your shares or sign a deed of release while the dispute is running without advice. Those three steps are the most common way a strong position is given away for nothing.
How we approach an owners' dispute.
Get the documents first
Constitution, shareholder agreement, minutes, financials, loan accounts and ASIC records. Most disputes turn on what was actually agreed and recorded, and a section 247A inspection application can force disclosure where access has been cut off.
Test the oppression case honestly
Being outvoted is not oppression. Being excluded from management in a quasi-partnership, denied dividends while others draw salary, or diluted by an issue made for an improper purpose usually is. We tell you which side of that line you sit on before you spend money.
Price the exit, then negotiate
The vast majority of these disputes end in a buy-out. Getting an independent valuation, agreeing the methodology and structuring instalments or an earn-out often resolves things faster and for far less than litigating to judgment.
Move quickly where assets are at risk
Where funds are being withdrawn, customers diverted or shares issued mid-dispute, urgent injunctions and freezing orders are available. Delay weakens both the evidence and the entitlement to that relief.
Talk to us if.
- You have been removed from management or locked out of the accounts
- Dividends have stopped while the other owner keeps drawing a salary
- New shares have been issued and your holding has been diluted
- A 50/50 company cannot pass a decision it needs to make
- Company money or customers appear to be going somewhere else
- You want to exit but cannot agree on a price for your shares
- You have been asked to sign a deed of release or a share transfer
- You are a director worried about personal liability or insolvent trading
Bring the constitution, any shareholder agreement and the last two years of financials to the first meeting, it usually shortens the advice by a week.
How a shareholder dispute runs.
- 01
Position review
We read the constitution, shareholder agreement and financials and set out your rights, remedies and realistic outcomes.
- 02
Information and preservation
Books inspection, ASIC searches and, where needed, urgent orders to stop assets or customers moving.
- 03
Demand and negotiation
A letter setting out the conduct, the remedy sought and a proposed commercial resolution, usually a buy-out.
- 04
Mediation or valuation
An independent valuation and a mediated settlement, documented in a share sale agreement and deed of release.
- 05
Proceedings if required
Oppression proceedings under sections 232 to 233, or a just and equitable winding up, run in the Supreme Court.
Transparent dispute fees.
The first stage, reviewing the documents and advising on your position and options, is a fixed fee quoted before we start. Negotiation, mediation and any court phase are estimated stage by stage, so you always know the cost of the next step before you take it. Counsel, valuer and mediator fees are disclosed separately as third-party costs.
FAQs
Director & shareholder dispute FAQs.
Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.
What counts as oppression?
Can I force the other shareholder to buy me out?
Am I entitled to see the company's financial records?
What happens if the company is 50/50 and deadlocked?
Can I start a competing business while the dispute runs?
How long do these disputes take?
Related services.
Shareholder agreements
Control, dividends, deadlock and exit settled between owners before it matters.
Learn morePartnership agreements
Profit share, decision-making, retirement and dissolution agreed and documented.
Learn moreCommercial disputes
Contract disputes and debt recovery handled commercially when a deal goes sideways.
Learn moreIn dispute with a co-owner?.
Send us the documents or tell us what you are planning. Start online in a few minutes, or book a consultation and speak to a commercial lawyer the same business day.