Shareholder Dispute Lawyer Brisbane & Gold Coast
Shareholder & Partnership Disputes
At Rose Litigation Lawyers, our Brisbane and Gold Coast commercial litigation teams are highly experienced in resolving all types of shareholder and partnership disputes. We act for company directors, shareholders, business partners, and investors dealing with complex legal challenges that arise in private companies, joint ventures, and professional partnerships.
These disputes commonly arise due to disagreements over business management, profit distribution, decision-making authority, or breaches of fiduciary duties. Tensions can escalate quickly, putting the company’s operations and relationships at risk. Early expert legal advice is critical to preserving value, protecting your rights, and avoiding long-term damage to the business.
We take a strategic and commercially focused approach to resolving shareholder disputes, always aiming to deliver practical outcomes that align with our client’s objectives. When you work with a shareholder dispute lawyer from Rose Litigation, you get strategic legal advice tailored to achieving the best results for you and your company, whether that means staying in the business, negotiating a fair exit, or pursuing legal remedies.
When Do Shareholder or Partnership Disputes Arise?
Typically, shareholder disputes arise from disagreements between business owners about an actual or proposed act of the company. These may include:
- Disputes over company direction or management
- Exclusion from decision-making or operations
- Breaches of fiduciary or directors’ duties
- Concerns about mismanagement or misuse of funds
- Deadlocks between equal shareholders
- Conflicts over dividend distribution or share valuations
- Situations where shareholders disagree on a proposed resolution or fundamental aspect of the business
- Instances where shareholders fail to comply with their legal or contractual obligations
Many of these issues stem from a breakdown in trust or unclear terms in a Shareholders’ Agreement or Partnership Agreement. A well-drafted shareholder agreement is the best tool to prevent these issues. In the absence of such agreements altogether, such disputes can become even more complex.
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Brisbane: 07 3211 2922 | Gold Coast: 07 5574 0011 | Sydney: 1300 767 354
Our team of specialist shareholder dispute lawyers regularly advise clients in relation to
Oppressive Conduct Claims (Minority Shareholders)
Shareholder oppression claims are for minority shareholders who feel they are suffering from unfair treatment and may have little – if any – ability to control the direction of a company compared to majority shareholders. The Court has broad powers to intervene in a company’s affairs where conduct is contrary to the best interests of shareholders, or where a party acts in their own interests to the detriment of other shareholders through oppressive, unfairly prejudicial, or unfairly discriminatory actions. Among other things, the Court can make orders modifying the company’s constitution, orders for the purchase of shares, orders restraining conduct or specified acts; the Court can even force a company into liquidation. Our shareholder dispute resolution lawyers can help navigate this process through effective early legal advice to achieve the most favourable outcome.
Equitable Shareholder Claims
The Court has a very broad discretionary power to wind up a company if it is on just and equitable grounds to ensure fair outcomes. There needs to be a justifiable lack of confidence in the directors’ management of the company. Circumstances in which it might be just and equitable to wind up a company include where a company has failed in its purpose, where shareholders’ trust and confidence have broken down, and where there is a deadlock between shareholders.
Appointment and Removal of Directors and Board Members
Directors can resign by giving a company written notice and ensuring ASIC is notified that they have stopped being a director. Their resignation takes effect once ASIC is notified, unless ASIC is notified within 28 days of their resignation, or the Court makes an order fixing their resignation day.
Shareholders may, by ordinary resolution, or by following another method outlined in the company’s constitution regulating such matters, remove a director from office and initiate the process of the company appointing a replacement director. If the company is a public company, a valid resolution requires proper notice to first be given to the company, its director, and its shareholders.
Shareholder rights
The Corporations Act sets out the legal framework governing the rights and obligations of shareholders, directors and company officers. Shareholders have the right to inspect a company’s share register, the right to a copy of the company’s constitution (subject to paying any fee), the right to attend shareholder meetings and vote on certain resolutions, the right to copies of minute books of shareholders’ meetings, the right to sell their shares (although the right to sell might be subject to restrictions), and the right to participate in things like share issues and buybacks. Shareholders with more than 5% of the votes in small proprietary companies can direct a company to prepare financial reports. Public companies are obliged to send financial accounts to all shareholders, except those shareholders who specifically tell the company not to do so. Some shareholders might be entitled to dividends, in the form of payments, the issue of shares, other options, or the transfer of assets.
Appointment of auditors or administrators
The directors of public companies are obliged to appoint an auditor of the company. The directors of proprietary companies also have an option to appoint an auditor for the company. Shareholders with at least 5% of the votes in a small proprietary company may direct a company to prepare audited financial reports and send them to all shareholders.
The board of directors may resolve to put a company into administration if the company is insolvent, or is likely to become insolvent in future. If the company is in liquidation or provisional liquidation, the company’s liquidator can also appoint an administrator. The purpose of an administration is to maximise the chance of the company continuing its business and producing a better return for the company’s creditors and shareholders than an immediate winding up of the company. This purpose is generally achieved by preserving company property, preventing claims against the company and its property, identifying the company’s assets and liabilities, and comparing what would likely happen if the company was placed into liquidation with what would likely happen under any proposed deed of company arrangement.
Partnership assets and liabilities
The question of whether an asset is the property of a partner or the partnership may turn on what is in the partnership accounts. Partnerships may acquire assets directly or they may be brought in by the partners, even if legal title has not been formally transferred. Conversely, assets used by a partnership to generate income are not necessarily partnership assets.
Partners are liable for all debts and liabilities of the partnership but are entitled on dissolution to have partnership property applied in payment of those debts and liabilities. Partners cannot maintain an action for a separate balance on the partnership account – or for any particular partnership asset – until an account has been taken and settled by the partners, or the Court. No partner has any right of action against another partner in respect of partnership property.
For these reasons, it is very important that the partnership agreement addresses what assets and activities are independent of partnership arrangements, how company disputes are to be resolved, how partners enter and exit the partnership, and how the partnership may be dissolved.
In the event that there is litigation arising from a dispute between shareholders and office holders of a company, our business partnership dispute lawyers are experienced and well-versed in court proceedings relating to shareholder disputes in all Courts throughout Australia.
Our Services
We provide clear advice and robust representation across all aspects of the dispute resolution process, including:
- Reviewing and enforcing Shareholders’ or Partnership Agreements
- Advising on oppressive conduct under the Corporations Act 2001 (Cth)
- Providing clear advice on when to pursue direct legal action
- Acting in claims for breaches of directors’ duties
- Negotiating exit strategies or share buyouts
- Initiating or defending court proceedings, including injunctions
- Managing partnership dissolutions
We always aim to resolve disputes efficiently while protecting the commercial interests of our clients. Our business partnership dispute lawyers are experienced in negotiation, mediation, and litigation, and will guide you through the process most suited to your goals.
A Commercial and Strategic Approach
Not every dispute needs to end up in court. Where possible, we resolve shareholder and partnership disputes through negotiation or mediation, particularly where parties wish to preserve relationships or avoid public proceedings. However, if legal proceedings are necessary, our team has the expertise to act decisively and effectively.
Why Rose Litigation Lawyers
As a specialist commercial litigation law firm, we understand that shareholder and partnership disputes are deeply personal, financially significant, and often urgent. Our commercial litigation lawyers offer a mix of legal precision, commercial insight, knowledge of best-practice corporate governance, and strategic thinking to help you navigate these challenges with clarity and confidence.
If you are involved in, or anticipating, a dispute between shareholders or partners, contact Rose Litigation Lawyers today to connect with a shareholder disputes lawyer. Early action is the key to protecting your position and achieving a favourable outcome.
In the event that there is litigation arising from a dispute between shareholders and office holders of a company, our business partnership dispute lawyers are experienced and well-versed in court proceedings relating to shareholder disputes in all Courts throughout Australia.
Our Lawyers specialising in Litigation
Shaun Rose
Managing Partner
Billy Fitzgerald
Partner
Melissa Inglis
Partner
Ian Dorey
Partner
Michael Miller
Special Counsel
Emma Bettridge
Special Counsel
Alexander Gregg
Special Counsel
Robert Dickfos
Special Counsel
Miranda Murray
Special Counsel & New Business Manager
Joseph Crane
Senior Associate
Laura Morrissey
Senior Associate
Michael Robson
Senior Associate
Benjamin Casey
Senior Associate
Helen Driscoll
Senior Associate
Luke Sinclair
Associate
Jennifer Singh
Associate
Bohden Clark
Associate
Zuleyha Eser
Solicitor
Sarina Fair
Solicitor
Georgina Rigg
Solicitor
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