Director disputes can quickly paralyse a business. Whether caused by disagreements over company direction, alleged misconduct, or a breakdown in trust, these disputes often escalate into costly and damaging litigation if not addressed early.
At Boss Lawyers, we specialise in helping directors, shareholders, and business owners resolve disputes through strategic advice and strong legal representation. Based in Brisbane, we act for clients across Australia in complex company disputes.
What Is a Director Dispute?
A director dispute typically arises when there is a conflict between directors, shareholders, or business partners over the management or control of a company. These disputes can involve:
- Breach of fiduciary duties
- Misuse of company funds
- Exclusion from board meetings or decision-making
- Disagreements about dividends or business strategy
- Oppression of minority shareholders
- Misconduct or self-dealing by directors
- Related-party transactions or phoenix activity
Common Causes of Director Disputes
Understanding the root cause is key to resolving the issue. The most common causes of director disputes include:
🔹 Breach of Directors’ Duties – under the Corporations Act 2001 (Cth), directors owe duties of good faith, care and diligence (ss 180–184).
🔹 Oppression of Shareholders – where a minority shareholder is unfairly treated or excluded, they may have a claim under section 232.
🔹 Deadlock or Disagreement – especially in 50/50 companies or family businesses with no dispute resolution mechanism.
🔹 Financial Mismanagement or Asset Transfers – including phoenix activity or shifting assets to related entities.
🔹 Personal Fallout – where trust between directors breaks down due to personal or professional grievances.
Legal Remedies Available in Director Disputes
Depending on the nature of the dispute and your role in the company, legal remedies may include:
1. Oppression Proceedings (s 232 Corporations Act)
If you’ve been excluded from the company or treated unfairly as a shareholder, you may apply to the court for relief, including:
- Buy-out orders
- Reinstatement as a director
- Winding up the company
2. Breach of Duty Claims
Directors who misuse their position, act dishonestly, or fail to act in the company’s best interests may be personally liable under ss 180–184.
3. Injunctions and Urgent Relief
We can act swiftly to apply for:
- Freezing orders to protect company assets
- Injunctions to prevent unauthorised decisions or actions
4. Derivative Actions (s 236)
Where the company refuses to take action, eligible shareholders may bring proceedings on behalf of the company against directors or third parties.
5. Negotiated Exit or Settlement
In some cases, commercial solutions such as a buyout, restructure, or deed of settlement can avoid lengthy litigation.
Why Early Advice Matters in Director Disputes
Delay can seriously damage your position. Once trust has broken down or misconduct has occurred, early legal advice is essential to:
- Secure access to company records and information
- Preserve evidence
- Protect the value of the business
- Prevent unauthorised asset transfers
- Maximise negotiation leverage
How Boss Lawyers Can Help
At Boss Lawyers, our experienced litigation team has acted in a wide range of director and shareholder disputes. We understand the commercial dynamics and emotional complexity that often accompany these matters.
We regularly advise on:
- Director and shareholder oppression claims
- Family business breakdowns
- Partnership disputes
- Phoenix activity and asset shielding
- Misuse of shareholder funds and deadlocked boards
📍 Based in Brisbane | Acting Australia-wide
📞 Call us on (07) 3188 0200 or email info@bosslawyers.com.au for a confidential consultation.
