Litigation & disputes
Shareholder disputes in Victoria.
Most shareholder disputes are not about the law. They are about one owner feeling shut out, underpaid or outvoted. CMK Legal in Richmond acts for shareholders and directors in private companies across Victoria, resolving exclusion, deadlock and exit disputes commercially where we can, and through the Supreme Court where we must.
Merits assessed first
Strategy set with the commercial outcome in mind, the exit price, not just the pleading.
Early resolution preferred
Initial advice within days; urgent relief where a lock-out or asset transfer is underway.
Costs kept proportionate
Fixed fee for the position review, with an estimate for any dispute phase.
Victorian courts & VCAT
Corporations Act 2001 and Supreme Court of Victoria commercial practice.
What a shareholder dispute involves.
Disputes between the owners of a private company usually surface in a handful of ways: a majority shareholder stops dividends while paying themselves a salary, a minority is locked out of the books, related-party transactions begin appearing, a 50/50 company deadlocks, or one owner wants out and no one can agree on a price.
The Corporations Act provides real remedies. Sections 232 and 233 allow the Court to intervene where the conduct of a company's affairs is oppressive, unfairly prejudicial or unfairly discriminatory, most commonly by ordering the majority to buy out the minority at a valuation. Section 247A gives shareholders a right to apply to inspect the company's books, and section 461 allows a winding up on the just and equitable ground where a quasi-partnership has irretrievably broken down.
The shareholder agreement and constitution come first. Pre-emptive rights, drag and tag provisions, deadlock mechanisms and shotgun buy-sell clauses often dictate the outcome long before general law remedies are reached, and the parties are frequently unaware of what they signed years earlier.
Do not resign as a director, transfer 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. A section 247A inspection application can force disclosure where access has been cut off.
Test the oppression case honestly
Being outvoted is not oppression. Exclusion from management in a quasi-partnership, dividends withheld while others draw salary, or a dilutive share issue for an improper purpose usually is.
Price the exit, then negotiate
The large majority of these disputes end in a buy-out. An independent valuation, an agreed methodology and instalments or an earn-out resolve matters far faster than a judgment.
Move quickly where value is at risk
Where funds are being withdrawn, customers diverted or shares issued mid-dispute, injunctions and freezing orders are available, but delay weakens the entitlement to them.
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, staff or customers appear to be going elsewhere
- 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 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
Valuation and mediation
An independent valuation and 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, 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. Counsel, valuer and mediator fees are disclosed separately as third-party costs.
FAQs
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 if the company is deadlocked 50/50?
Can I start a competing business while the dispute runs?
How long does it take?
Related services.
Partnership disputes
Profit share, exit, dissolution and accounts between business partners.
Learn moreCommercial disputes
Contract, supply and business disputes run commercially rather than emotionally.
Learn moreMediation & dispute resolution
Structured negotiation and mediation to resolve matters before costs escalate.
Learn moreResolve the ownership dispute.
Send us the contract, the correspondence or the notice you have received. Start online in a few minutes, or book a consultation and speak to a disputes lawyer the same business day.