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COMMERCIAL LAW

Partnership & Shareholder Disputes

Resolving Business Conflicts While Protecting Your Interests

When relationships between business owners break down, the consequences can reach far beyond personal disagreements—threatening the company’s operations, reputation, and very existence. At Gouveia Legal, we understand the complex personal and commercial dynamics of shareholder disputes, offering strategic solutions that protect your interests while minimising damage to the business you’ve worked so hard to build.

Understanding Shareholder Disputes

Shareholder disputes arise from various situations involving company owners,
directors, and investors. Common Causes of Conflict :

Divergent Vision

Disagreements about company direction and strategy.

Financial Concerns

Disputes over profit distribution, dividends, and remuneration.

Management Issues

Conflicts about day-to-day operations and decision-making.

Performance Problems

Concerns about underperforming directors or shareholders.

Oppressive Conduct

Majority shareholders acting against minority interests.

Breach of Obligations

Directors failing to meet their legal duties.

Deadlocks

Equal shareholders unable to agree on critical decisions.

Strategic Approaches to Resolution

Every shareholder dispute requires a tailored approach based on the specific

circumstances, relationship dynamics, and desired outcomes:

Early Intervention

  • Reviewing shareholder agreements and identifying rights and obligations.
  • Advising on director and shareholder duties under corporations law.
  • Facilitating structured negotiations to find mutual ground.
  • Developing formal communication protocols to prevent misunderstandings.

Alternative Dispute Resolution

  • Mediation with experienced commercial mediators.
  • Expert determination for technical or valuation disputes.
  • Arbitration for binding resolution outside court.
  • Board facilitation to overcome decision-making obstacles.

Litigation When Necessary 

  • Oppression remedies to protect minority shareholders.
  • Breach of director’s duties claims.
  • Specific performance of shareholder agreements.
  • Seeking court-ordered company inspections or investigations.
  • Applications for company wind-up when relationships have irretrievably broken down.

Preventative Measures

We also help businesses establish frameworks to prevent disputes or manage them effectively when they arise:

  • Comprehensive Shareholder Agreements:
    Creating clear terms for business operations, decision-making, dispute resolution, and exit strategies.
  • Tailored Company Constitutions:
    Developing governance structures that balance control and protection.
  • Buy-Sell Provisions: 
Establishing fair mechanisms for shareholder exits.
  • Deadlock-Breaking Mechanisms:
    Implementing procedures to resolve voting impasses.
  • Regular Governance Reviews: 

    Ensuring compliance and identifying potential issues early.

Our Approach to Shareholder Disputes

At Gouveia Legal, we recognise that most business owners prefer to resolve disputes
without destructive conflict. Our approach includes:

1. Strategic Assessment

Evaluating the legal position, commercial context, and relationship dynamics.

2. Clear Communication

Helping clients understand their options and likely outcomes.

3. Commercial Focus

Prioritising solutions that preserve business value.

4. Relationship Consideration

Recognising when personal relationships need to be maintained.

5. Decisive Action

Moving firmly when necessary to protect our clients' interests.

The Gouveia Legal Advantage

As a family-owned firm with offices in Parramatta and serving Greater Sydney,
we bring unique strengths to shareholder dispute matters:

  • Our principals, Melissa and Andrew Gouveia, deliver personally-tailored strategies drawn from experience at Australia’s largest law firms.
  • Our boutique structure allows for responsive, flexible approaches to complex disputes.
  • Our commercial acumen helps identify solutions that make business sense.
  • Our transparent approach keeps you informed and in control throughout the
process.

Whether you’re facing an emerging disagreement or an entrenched dispute, taking early legal advice can significantly improve your position and options.

Andrew Gouveia

Andrew is a Sydney-based solicitor with a strong background in commercial litigation and transactional legal work. He has acted for a broad range of clients across insolvency, estate disputes, and property-related matters. His experience also extends to drafting and negotiating commercial agreements, advising on business and property transactions, and preparing tailored estate planning documents.

Known for delivering clear, commercially minded advice, Andrew established Gouveia Legal to provide clients with legal services that are practical, accessible, and results driven. Whether navigating a dispute or managing a transaction, he brings a strategic approach grounded in understanding each client’s goals and delivering value at every stage.

Clients come to Andrew for straightforward guidance and a solicitor who takes the time to understand their situation and can get results.

In his spare time, Andrew likes to train Jiu-Jitsu, take his dog Henry for long walks and enjoys watching anything by Guy Ritchie or Martin Scorsese.

Melissa Gouveia

Melissa is an experienced lawyer with extensive expertise in personal injury law and a keen interest in immigration.

Holding a Bachelor of Medical Science and a Graduate Law Degree, she combines a strong analytical foundation with a compassionate approach to legal advocacy.

With significant experience working as both a plaintiff lawyer at Australia’s top firms and a legal representative for Australia’s insurers, Melissa brings a well-rounded perspective to every case she handles.

Known for her exceptional negotiation skills, Melissa is dedicated to securing the best outcomes for her clients. Her empathetic nature allows her to connect with individuals, understanding their unique challenges and providing clear, supportive guidance through complex legal processes. Committed to achieving justice, Melissa ensures her clients receive fair and timely resolutions to their claims, whether through skilled negotiation or robust representation.

In her spare time, Melissa enjoys fashion, going out with friends and family.