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SHAREHOLDER DISPUTE LAWYERS

Disputes disrupting business? Let Boss Lawyers lead with strategic & pragmatic shareholder dispute resolution.

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Shareholder disputes

SPECIALISTS IN SHAREHOLDER AND PARTNERSHIP DISPUTES

Shareholder disputes can cripple a company. Disputes between directors and company shareholders can have serious consequences, affecting the company’s operations and long-term viability.

Dispute resolution lawyers can give strategic legal advice on complex legal challenges that may arise from a company’s constitution. Having a well-drafted shareholder agreement can help mitigate conflicts. Our commercial litigation lawyers can help ensure fair outcomes should such disputes arise. Get in touch with Boss Lawyers today.

WE’RE EXPERTS IN SHAREHOLDER DISPUTE RESOLUTION

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  • Disagreements between company directors and shareholders of proprietary limited companies
  • Conflicts in unlisted public companies
  • Disputes involving directors of corporate trustees
  • Partnership disputes, including partnerships of trusts
  • Any disagreement related to the management of a company
  • Unfair treatment of minority shareholders
  • Mismanagement of company resources
  • Breach of fiduciary duties
  • Winding up on just and equitable grounds under section 461(k) of the Corporations Act
  • Shareholder oppression claims under section 232 of the Corporations Act
  • Court-appointed provisional liquidators and company control issues
  • Review and enforcement of shareholders agreements and company constitutions
  • Mediation, buy-out clauses and dispute resolution mechanisms

WHAT IS A SHAREHOLDERS AGREEMENT?

A shareholders agreement is a binding contract between the shareholders of a company. It governs their relationship and specifies who controls the company, how ownership and management are structured and how disputes should be handled. 

A well-drafted shareholder agreement should outline:

  • The structure, management and direction of the business
  • The division of responsibilities between directors and shareholders
  • The process for acquiring or disposing of shares
  • The company’s funding arrangements
  • The procedures for resolving disputes and shareholder exits.

A comprehensive shareholder agreement is essential in minimising shareholder or partnership disputes and ensuring smooth company operations.

WHAT IS A SHAREHOLDER DISPUTE?

A shareholders dispute may arise in various situations, including:

  • Disagreements between company directors and shareholders of a proprietary limited company
  • Conflicts in an unlisted public company
  • Disputes involving directors of a corporate trustee
  • Partnership disputes, including those involving partnerships of trusts
  • Any disagreement related to the management of the company.

Shareholder disputes arise for various reasons, including breaches of fiduciary duties, unfair treatment of minority shareholders or mismanagement of company resources. If you’re facing conflicts with your business partner, our experienced shareholder agreement lawyers can help protect your interests and resolve the matter efficiently.

HOW WE PROTECT OUR CLIENTS: REAL WORLD SHAREHOLDER DISPUTE CASES

The following case studies highlight the outcomes we’ve achieved for directors, shareholders and business owners involved in shareholder and partnership disputes. Discover how we support clients in navigating and resolving director disputes with clarity and confidence.

Our experienced commercial litigation lawyers and business partnership dispute lawyers help clients navigate complex conflicts, protect their own interests, investments and reach practical resolutions.

LOGISTICS COMPANY AVOIDS LIQUIDATION

A Queensland-based logistics company faced a severe internal crisis as co-founders clashed over control, robotics contracts and financial discrepancies. Without swift legal intervention, the company risked entering external administration or liquidation.

Our Approach:

Boss Lawyers took decisive action by:

  • Issuing legal notices under section 290 of the Corporations Act to obtain company records and financial documents.
  • Engaging an independent external accountant to assess disputed financial claims and shareholder entitlements.
  • Preparing for litigation while encouraging early engagement in private mediation with a senior commercial mediator.
  • Negotiating protective arrangements to preserve client goodwill and minimise disruption to operations.

The Outcome:

Through strategic mediation, Boss Lawyers facilitated:

  • An agreed orderly wind-down of the company over 60 days, avoiding insolvency.
  • Apportionment of key clients and business assets, including proprietary logistics automation IP.
  • Adjudication of financial claims by an independent accountant, with payment of a fair settlement sum to resolve outstanding disputes.
  • Preservation of brand value and avoidance of court-ordered liquidation or administrator appointment.

Why This Matters:

This case underscores the importance of early legal intervention and strategic mediation in resolving director disputes. It highlights how proactive legal strategies can protect business interests and prevent the escalation of conflicts.

RESOLVING A COMPLEX SHAREHOLDER DISPUTE WITHOUT COURT PROCEEDINGS

Our client, a minority shareholder and co-founder in a financial services firm, faced escalating tensions with other shareholders over financial mismanagement, governance issues and strategic direction. These conflicts led to a complete breakdown in communication and a deadlock threatening the company’s future. Without intervention, the dispute risked damaging reputations and jeopardising the business’s viability.

Our Approach:

Boss Lawyers prioritised a strategic, non-litigious resolution by:

  • Conducting a comprehensive legal review of corporate structures, shareholder agreements and trust deeds to identify leverage points.
  • Developing a negotiation strategy to engage the other shareholders while safeguarding our client’s interests.
  • Drafting a Deed of Settlement and Release detailing the handling of assets, liabilities and responsibilities during the wind-down process.
  • Implementing governance protections to ensure transparency, prevent misuse of funds and minimise the risk of further disputes during the transition period.

The Outcome:

Through intensive negotiation, Boss Lawyers successfully resolved the dispute without resorting to court proceedings, achieving:

  • Secured financial interests for our client.
  • An orderly wind-down of the business.
  • Protection of all parties’ reputations.
  • Avoidance of the uncertainty and public scrutiny associated with litigation.

This outcome provided our client with certainty and peace of mind, a truly “win-win” resolution.

Why This Matters:

This case underscores the importance of early legal intervention and strategic negotiation in resolving shareholder disputes. It highlights how proactive legal strategies can protect business interests and prevent the escalation of conflicts.

RESOLVING SHAREHOLDER DISPUTES

Shareholders Agreement & Constitution

The governing documents of a company, particularly the shareholders agreement, often outline the dispute resolution process. This may include buy-out clauses, mediation, market sales or wind-up provisions. Reviewing these documents is typically our first step, as many disputes can be resolved internally without involving the courts.

Corporations Act Remedies

f the governing documents do not provide a solution or if they do not exist, relief may be sought under the Corporations Act. Common legal grounds include deadlock, oppression or breaches of directors’ duties, including unfair treatment of minority shareholders.

Under the Act, the Court has the power to:

  • Order the company to purchase a shareholder’s shares
  • Appoint a receiver and wind up the company (section 461 Corporations Act)
  • Determine a fair price for a shareholder buyout
  • Grant an injunction to prevent further oppressive conduct

The Court Process

Shareholders may apply to the Court under section 461(1)(k) of the Act to wind up a company on just and equitable grounds. Courts are generally reluctant to order a wind-up for solvent companies. However, in cases of irreparable breakdown in management or relationships, a winding-up order may be granted.

Throughout the process, mediation and negotiation are encouraged, as early resolution can preserve both the business and relationships, avoiding lengthy litigation and unnecessary disruption.

WHY CHOOSE BOSS LAWYERS AS YOUR SHAREHOLDER DISPUTE LAWYER, BRISBANE

If you find yourself in a company or director deadlock that has caused a shareholders’ dispute, it’s important that you take action immediately.
Talk to our shareholder dispute lawyers for advice about your rights and obligations in dealing with shareholder disputes, either through commercial negotiation or court proceedings.

RESULTS-DRIVEN STRATEGIES

Leveraging innovative solutions and extensive commercial law expertise, we deliver impactful outcomes tailored to your business needs.

PERSONALISED SERVICE

Fostering collaboration and clarity, we help build strong business relationships essential for long-term success.

OUR CLIENTS ARE OUR PASSION

Mark Harley is an insightful and innovative mover and shaker who will leave no stone unturned in his continual quest to achieve the best possible outcome for his clients. Give yourself a head start by having Mark on your team.
George Ilk
GEORGE IIKLAWYER
Mark Harley is trustworthy and reliable. Consistently he looks at all the possibilities and cards available to him to support his clients throughout the whole process.
Claudio D'avanzo
CLAUDIO D'avanzoARCHITECT
Mark Harley and I have worked on a number of employment and industrial relation cases. I have found Mark works hard to promote and protect the interests of his clients to achieve the best possible results.
David Cormack
DAVID CORMACKBARRISTER-AT-LAW
I own a boutique building company. It is so important to have a smart, accessible lawyer on your side. I regularly seek advice from Mark Harley from Boss Lawyers to ensure compliance with the law and mitigate risk. I have no hesitation in recommending Mr Harley or Boss Lawyers.
Rod Frampton
RODNEY FRAMPTONFRAMPTON BUILDERS PTY LTD
I was referred to Boss Lawyers by another firm who cited Boss’ expertise in the area of law I required. I found Boss Lawyers rapidly understood my case and my needs, developed a winning strategy and delivered.
David Cam
DAVID CAMCHIEF EXECUTIVE
Professional and helpful I would have not hesitation in recommending Boss Lawyers to anyone requiring litigation work
Leicester Chatfield
LEICESTER CHATFIELDDIRECTOR - WATER3 PTY LTD
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    Shareholder Dispute Lawyers: FAQs

    What should I do first if I’m in a shareholder dispute?

    The first step is to seek legal advice before taking any action. Avoid making unilateral decisions such as locking out directors, freezing accounts or transferring assets. These types of actions often worsen the dispute. Our lawyers can review your company’s constitution, shareholders’ agreement and financial records to determine your position and options. Early legal guidance from experienced commercial litigation lawyers, like us, can help preserve your rights, protect your shareholding and often resolve the issue before it escalates into costly litigation.
    Yes, in many cases, disputes are resolved through private negotiation or mediation. Most shareholders’ agreements include alternative dispute resolution mechanisms such as mediation or buy-out clauses. Even when these aren’t in place, a skilled lawyer can help facilitate structured negotiations or independent valuations to reach a fair outcome. This approach saves time, costs and relationships, particularly in family businesses or closely held companies.

    If communication and mediation fail, there are several legal remedies available under the Corporations Act, depending on the circumstances. The Court may order one party to buy out the other, appoint a receiver or, in extreme cases, wind up the company on just and equitable grounds. These are serious outcomes that can significantly impact your investment and the future of the business, which is why seeking early advice from a shareholder dispute lawyer is essential to explore every option before court intervention becomes necessary. Get in touch with Boss Lawyers today.

    Minority shareholders (those who hold a smaller percentage of shares) still have significant legal protections under the Corporations Act. If the majority shareholders act in a way that is oppressive, unfairly prejudicial or discriminatory, the Court can intervene. Common examples include exclusion from decision-making, withholding dividends or misuse of company funds. Minority shareholders can apply for orders requiring the majority to buy their shares at a fair value or for changes in how the company is managed. Seeking advice early from experienced shareholder dispute lawyers, like us, helps ensure your position is protected and that evidence of unfair conduct is preserved.

    A well-drafted shareholders’ agreement is one of the most effective tools for preventing shareholder and partnership disputes. It establishes clear rules for decision-making, profit distribution, director appointments, share transfers and exit strategies. Importantly, it can include mediation or buy-out clauses that allow disputes to be resolved privately and efficiently. By setting expectations early and outlining what happens if relationships break down, a strong agreement protects both the business and the individuals involved, reducing the likelihood of future litigation.