Shareholder breakups and oppression proceedings

It really doesn’t matter the industry sector in which you operate. Shareholders fall out, there are fights about business decisions, how monies are used, unfair payments and conduct in the company.

I see these disputes spill over all the time and we often act for plaintiffs particularly given our experience with director duties and knowledge of D&O.

Directors duties often arise in addition to the typical allegations of minority oppression, unfairly prejudicial or discriminatory conduct which can give rise to an oppression claim under section 232 of the Corporations Act 2001 (Cth).

However, the point of this post is to emphasise to any business owner facing these challenges that there are effective solutions to resolve these matters (getting documents, valuing the company and settling) with the Supreme Court of Victoria under the dedicated Oppression Proceedings List, in the Commercial Court and which is specifically designed to manage these types of disputes and I would assert these can be dealt with in as little as 6 months.

This initiative is supported by a Practice Note (this dates back a few years now but it is still an efficient process to resolve business break ups).

The Practice Note facilitates an active case management approach, with emphasis on early identification of key issues, structured timetables, and procedural fairness. It recognises the unique nature of oppression proceedings—often involving complex valuations, access to company records, and emotionally charged shareholder disputes.

A standout feature of the approach is the standard set of orders routinely made at the first return date of:

• Access to books and records: A foundational step in any oppression case, ensuring parties can investigate the conduct in question and obtain relevant evidence efficiently
• Timetabling for valuation evidence: Recognising that relief often involves the buy-out of a shareholder’s interest, the early scheduling of valuation evidence minimises delay and focuses the parties’ minds on resolution
• Mediation: Standard orders almost always set a mediation which can be just months from filing.

These standard orders provide certainty and reduce procedural gamesmanship, allowing parties to focus on the substantive issues in dispute.

By implementing these measures, the Supreme Court has significantly reduced delays and costs typically associated with oppression proceedings.

This targeted and proactive judicial management not only reflects best practice in corporate dispute resolution but also reinforces the Court’s commitment to responsive and accessible justice.

The Oppression Proceedings List is a model of specialised judicial efficiency that other jurisdictions might look to emulate.

Read SC CC 8 Oppressive conduct of the affairs of a company (Second revision)

This article is a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Tagged as:

• corporate law
• litigation