Corporate Governance Dispute Lawyers in Melbourne

When the board stops working, the company pays for it

A company can be lost without a single customer walking away. A deadlocked board misses the refinance. A majority stops returning the minority’s calls and quietly starts paying itself instead of declaring dividends. If any of that sounds like your week, get advice before the next board meeting rather than after it. Call 1800 130 120. The first call is free and confidential, and it will not appear in anyone’s board pack.

The governance fights we act in

We act for directors, minority shareholders and companies themselves across Melbourne and Victoria. The recurring matters are board deadlocks in 50/50 companies, oppression claims by and against minority shareholders, director duty claims where money or opportunities left the company, contested director removals, disputes over the share register, and applications for access to company books. Many begin life as a business dispute between people who used to trust each other, which is why they need careful handling. The person across the table may still be your co-owner when it ends.

The levers that force a locked door open

If you hold at least 5% of the votes, you can force the directors to call a general meeting. They must call it within 21 days and hold it within two months, and if they stall, you can convene it yourself at the company’s expense. If you suspect mismanagement but cannot prove it, a court application gets you into the company’s books, provided you act in good faith and for a proper purpose. If you are being squeezed out altogether, an oppression claim is the main event, and the court can order a buy-out at fair value, reverse a dilutive share issue, or appoint a receiver. Which lever to pull first is a strategy question, and pulling the wrong one early can telegraph your case. That sequencing is what you get from the free first call.

What one empty chair costs the company

Governance disputes are won on records: minutes, resolutions, the shareholders agreement, the email that shows who knew what and when. Before you confront anyone, we help you get the record straight, which means knowing your appointment status, your rights under the constitution, and what you can lawfully demand to see. Come to us before the shouting match and you keep options that get given away in it.

Get advice before the next meeting

Director duty claims, on both sides

The law sets the standard: care and diligence, good faith in the company’s interests, no misuse of position, no misuse of information. When we act for a company, the claim is usually about a director who took an opportunity, a client list or the company’s money on the way out the door, and the remedy is compensation plus, where it fits, an injunction to stop the bleeding. When we act for the director, the job is different. We test whether the decision was a defensible business judgment, whether the board actually delegated what the claim assumes, and whether the company can prove any loss at all. Having run both sides, we know where each of them tends to crack. Where the fight is one director against another rather than the company against a director, it runs as one of the director disputes our shareholder team handles, and the pressure points sit in different places.

Deadlock is a strategy problem well before it reaches a judge

Courts can break a deadlock, up to and including winding up a solvent company where nothing else will do. A forced winding up usually sells the business for less than either side thinks it is worth. The better outcomes we see are negotiated buy-outs priced by an independent valuer and structured over time so the purchase does not strangle cash flow. Getting there takes leverage, and leverage comes from being the side that is genuinely prepared to litigate. We build that position first and negotiate from it. If the company’s money is sitting behind a door the other side controls, which is the point of a freeze-out, litigation funding is sometimes what makes that preparation possible at all.

Talk to a corporate governance lawyer today

Call 1800 130 120 or send the form on this page. Have your shareholders agreement and company constitution handy if you can, because they decide more of these disputes than the legislation does. For the wider disputes practice, see our commercial litigation lawyers page or our dedicated shareholder disputes team. GET FREE ADVICE.