Shareholder oppression is conduct in a company’s affairs that is unfairly prejudicial to, or unfairly discriminatory against, a shareholder. Sections 232 and 233 of the Corporations Act 2001 (Cth) let a court make wide orders to fix it. Common examples are shutting a shareholder out of management, withholding information, stopping dividends while paying excessive director salaries, and diverting business opportunities.

Yes. A buy-out order is the most common remedy in an oppression case under section 233. The court usually orders the majority, or the company itself, to buy the minority’s shares at a value the court sets. It can also order the reverse where the minority’s conduct caused the problem.

Directors must act with care and diligence, in good faith and in the best interests of the company as a whole, for a proper purpose, and must not misuse their position or company information for personal gain. These duties are in sections 180 to 184 of the Corporations Act and are mirrored at general law. Breaches can lead to compensation orders, civil penalties and disqualification.

Start with the shareholders agreement and the constitution. A well-drafted one has a deadlock mechanism, a casting vote, expert determination, or a “shotgun” buy-sell clause. If there is no workable mechanism, the options are mediation, an oppression application, or asking the court to wind the company up on the just and equitable ground.

Directors have a broad right to inspect the company’s books while they hold office. Shareholders have a narrower right, and can apply to the court under section 247A for an inspection order if they are acting in good faith and for a proper purpose. Refusing reasonable access is itself often treated as evidence of oppression.

A derivative action is a case brought on the company’s behalf by someone else, usually a shareholder or director, when the people in control will not sue. You need the court’s permission first under sections 236 and 237 of the Corporations Act. Any money recovered belongs to the company, not to you personally.

The court usually appoints an independent expert valuer. Methods include capitalised earnings, discounted cash flow, or net assets, depending on the business. Two issues drive the result: the valuation date, and whether a minority discount applies, courts often refuse a discount where the buy-out is a remedy for oppression.

Sometimes, but it depends on the company type and its constitution. In a proprietary company removal usually follows the constitution or a shareholders resolution; in a public company shareholders can remove a director by ordinary resolution. Removing a director as a tactic during a dispute can itself be found to be oppressive conduct.

Yes. Under section 461 of the Corporations Act a court can wind up a solvent company where it is just and equitable to do so, for example where there is complete deadlock, the relationship of mutual trust has broken down, or the company’s real purpose can no longer be achieved. It is treated as a remedy of last resort.

There is no fixed rule. Costs usually follow the result, but the court also considers whether the company should bear the costs, whether the applicant’s own conduct contributed to the dispute, and whether reasonable offers were made. In some cases costs are ordered out of the company or adjusted through the share purchase price.

21 days from the day the dismissal takes effect. The same 21-day limit applies to a general protections dismissal application in the Fair Work Commission. The deadline is strict and late applications are only accepted in exceptional circumstances, so act immediately rather than waiting for a final pay slip or separation certificate.

Unfair dismissal asks whether the dismissal was harsh, unjust or unreasonable the focus is on fairness and process. General protections asks why you were treated badly: was it because you exercised a workplace right, made a complaint, have a protected attribute, or took part in union activity? General protections claims have no compensation cap and can cover conduct short of dismissal.

A Commission conciliator runs a confidential telephone conference with both sides, usually within a few weeks of the application. The conciliator does not decide who is right they test each side’s case privately and help you explore a settlement. Most matters resolve at this stage, commonly for a payment and an agreed statement of service.

Usually not. The starting position under the Fair Work Act 2009 (Cth) is that each party pays its own costs, even the winner. Costs are ordered only in limited cases for example where an application was made vexatiously or without reasonable cause, or where it should have been obvious it had no reasonable prospect of success.

Reinstatement is the primary remedy under the Fair Work Act, but it is rarely ordered in practice. Where reinstatement is inappropriate the Commission can award compensation for lost earnings, capped at the lesser of 26 weeks’ pay or half the high income threshold $95,050 for dismissals taking effect in 2026–27. Compensation cannot include an amount for hurt, distress or humiliation.

Sometimes. A restraint is void unless the employer shows it goes no further than is reasonably necessary to protect a legitimate business interest, such as confidential information or client connections. Courts look closely at how long it runs, how wide the geographic area is, and exactly what activities it bans.

Yes, through different pathways. Unpaid wages, leave and other entitlements can be recovered as a small claim in the Federal Circuit and Family Court or a state court, or with help from the Fair Work Ombudsman. Superannuation is enforced by the ATO, and since 1 January 2024 it is also a National Employment Standards entitlement, so underpaid super can be pursued under the Fair Work Act as well.

Keep everything, and do it now. That means your contract, position description, workplace policies, payslips, performance reviews, warnings, emails, text and chat messages, the termination letter, and your own dated notes of meetings. Write down who was present at key conversations while it is still fresh.

Only in exceptional circumstances. The Commission weighs the reason for the delay, when you first knew of the dismissal, any steps you took to dispute it, prejudice to the employer, the merits of the claim, and fairness compared with other employees. Being unwell or waiting for legal advice is usually not enough on its own.

Some decisions can. An appeal to a Full Bench of the Commission requires permission, which is granted only where it is in the public interest and for unfair dismissal you must also show significant error of fact. The deadline is short (generally 21 days). Separate judicial review may be available in the Federal Court.

A barrister is a specialist courtroom advocate and independent adviser. Your solicitor runs the case day to day, evidence, correspondence, procedure and strategy, and briefs a barrister to appear in court, draft key documents such as pleadings and submissions, and give independent advice on prospects. In Australia barristers are sole practitioners and are normally briefed through your solicitor.

Earlier than most people expect. The highest-value moments are before proceedings start (advice on prospects and strategy), when the pleadings are drafted, before a mediation, and in the lead-up to the hearing. Bringing counsel in early usually costs less overall than repairing a case that has been pleaded or run the wrong way.

Senior Counsel (SC) or King’s Counsel (KC) are experienced barristers appointed in recognition of eminence, and are briefed in complex, high-value or high-risk matters. Junior counsel handle most day-to-day advocacy and drafting at a lower rate. In substantial cases a silk and a junior are briefed together, with the junior doing the detailed preparation.

No. You can be represented by your solicitor alone, or represent yourself. Whether counsel is worth it depends on the amount at stake, the complexity of the law and evidence, the level of the court, and who is acting on the other side. In appellate and complex commercial matters counsel is close to essential.

Usually under a fee agreement with your solicitor setting out an hourly rate, a daily hearing rate (often called a refresher), and fixed fees for defined work such as an advice or a pleading. Cancellation fees can apply if a hearing is vacated late. You should receive a costs disclosure and an estimate before the work starts.

Yes, in conference, that is the normal way instructions are taken and advice is given, with your solicitor present. Some barristers accept direct access briefs for limited work, but for litigation the solicitor and counsel model remains standard, because someone has to run the file, hold the evidence and manage the court process.

It is a written opinion from counsel on whether your claim or defence is likely to succeed, the realistic range of outcomes, and what it will take to get there. It is the single most useful document for deciding whether to sue, settle or stop, and it can also help protect your position on costs later.

Usually yes, and that continuity is valuable. The barrister who will run the hearing is best placed to explain the real risks at mediation and to draft settlement terms that are enforceable. Where availability or budget is an issue, a junior may cover interlocutory steps with a silk briefed for the trial.

Partly. Counsel’s fees are usually recoverable as a disbursement under a costs order, but only to the extent the court or costs assessor accepts it was reasonable to brief counsel at all, and that the fee was reasonable in amount. Briefing counsel in a small or straightforward matter may not be recoverable.

By matching the barrister to the case, not to the budget. We look at the field they actually practise in, commercial, employment, insolvency, regulatory or family. We check their experience in the particular court or tribunal, and their record against the other side’s counsel. Availability across the hearing window matters, and so does how they perform in a mediation room.

A creditor’s statutory demand is a formal written demand under section 459E of the Corporations Act 2001 (Cth) requiring a company to pay a debt within 21 days. It is not a court order and it is not an ordinary letter of demand. Ignoring it is serious: the company is then presumed insolvent and can be wound up.

The debt must exceed $4,000. This statutory minimum has applied since 1 July 2021, when it was permanently doubled from $2,000. If the debt is $4,000 or less or falls to that level once genuine offsetting claims are taken into account, the demand can be set aside.

21 days from the day the demand is served. Within that period the company must both file an application to set the demand aside and serve it, with a supporting affidavit, on the creditor. Filing alone is not enough, service inside the 21 days is essential.

No. The 21-day period under section 459G is strict and the court has no power to extend it once it has expired. This is the most common and most damaging mistake made with statutory demands. If a demand arrives, get advice the same week it is served.

A genuine dispute is a real, arguable disagreement about whether the debt is owed. The court does not decide who is right, only whether there is a plausible contention that needs investigating. The threshold is low, but the dispute must be genuine and supported by evidence, not merely asserted.

An offsetting claim is a genuine counterclaim, set-off or cross-demand the company has against the creditor. It does not have to arise out of the same transaction. If the offsetting claim brings the debt down to $4,000 or less, the demand can be set aside, or the amount varied.

Yes, but generally only where the defect would cause substantial injustice, for example a materially misstated amount, a wrongly identified creditor, or a missing or non-compliant affidavit. Minor errors that mislead nobody will not be enough. A court can also set a demand aside for “some other reason”.

They can, but they should not. Issuing a statutory demand where there is a genuine dispute is an abuse of the process. The likely outcome is that the demand is set aside with a costs order against the creditor, sometimes on the indemnity basis, and the debt still has to be sued for in the ordinary way.

The company is presumed to be insolvent. The creditor can then apply to wind the company up, and that application must generally be made within three months after the compliance period ends. At the winding-up hearing the company cannot raise the dispute about the debt without the court’s leave.

Solvency evidence can rebut the presumption of insolvency at a winding-up hearing, but it is expensive, needs detailed and current financial evidence, and does not cure a missed set-aside deadline. It is a fallback, not a plan. Responding properly within 21 days is far cheaper.

AHPRA and the relevant National Board gather information, assess the risk to the public, and normally invite you to make a written submission. The Board can take no further action, caution you, impose conditions, accept an undertaking, or refer the matter to a tribunal. What you put in that first submission shapes everything that follows.

Yes. NSW is a co-regulatory jurisdiction. Complaints about registered health practitioners in NSW are handled by the Health Care Complaints Commission and the relevant NSW health professional council, supported by the Health Professional Councils Authority, not by AHPRA directly. The process, timeframes and review rights differ, so get NSW-specific advice.

Often yes. But the regulator can take immediate action, suspending your registration or imposing conditions, before any finding is made, if it believes there is a serious risk to the public. If that happens you usually have a short window to seek review or a stay, so respond urgently.

Immediate action is an interim protective step taken before a matter is finally decided, typically suspension, conditions on practice, or accepting an undertaking. It is not a finding of guilt. You are normally given a short opportunity to respond before it takes effect, and the decision can usually be reviewed by a tribunal.

Merits review means a tribunal stands in the shoes of the original decision-maker and decides the matter again, the facts, the law and any discretion, to reach the correct or preferable decision. It can consider new evidence. In NSW this is usually NCAT; at the federal level it is the Administrative Review Tribunal, which replaced the AAT in October 2024.

Judicial review asks whether the decision was made lawfully, was there power to make it, was the correct procedure followed, was there a legal error or a denial of procedural fairness. The court does not decide whether the decision was right. If judicial review succeeds, the decision is usually sent back to be made again.

It depends on the legislation and the type of decision, and some deadlines are as short as 28 days. The decision notice will normally state your review rights and the time limit. Read it the day it arrives, missing the deadline can end your rights entirely.

Sometimes. A stay may be available under the governing statute, but you have to apply for it and satisfy the relevant test, usually an arguable case, the balance of convenience, and the public interest. In health matters, protection of the public weighs heavily against granting a stay.

Often, particularly in health, technical and professional matters. Where the question is whether your conduct met accepted professional standards, evidence from a peer in the same field is usually essential. Expert evidence must be independent and comply with the tribunal’s expert witness code of conduct.

Yes, and often quickly. A condition or suspension on your registration can set off your employer’s own disciplinary process, and many contracts allow termination. You may also have to tell your professional indemnity insurer, other regulators, and employers in other states. Deal with all of that at the same time, not afterwards.

Usually yes, but appeal rights are narrower than review rights and are often limited to questions of law. There is a specific statutory pathway, for example an internal NCAT Appeal Panel and then the Supreme Court, and a strict deadline. Check the appeal route stated in the decision itself.

The mediation itself is not binding, nobody can force you to settle. But if you sign settlement terms at the end, that document is usually a binding contract, and in court-ordered mediations it can be turned into consent orders. Never sign terms you have not read carefully and understood.

Generally yes. Mediation is conducted on a without prejudice basis, and the mediation agreement and legislation protect what is said from being used in court later. There are recognised exceptions, including proving the settlement itself, threats of harm, child safety concerns, and criminal conduct.

Yes. Courts and tribunals across Australia routinely order parties to mediate, with or without their consent, before or after proceedings start. Refusing to participate genuinely can result in an adverse costs order, even if you go on to win the case.

Usually the parties agree. If they cannot, a court, a contractual dispute resolution clause, or an administering body such as the Australian Disputes Centre or a Law Society can nominate one. The choice matters, a mediator with real experience in the subject area is far more likely to break an impasse.

The mediator’s fee and any venue costs are usually shared equally, although the parties can agree otherwise and sometimes one side pays as part of a settlement. Each side pays its own lawyers. Court-annexed mediation, for example before a Registrar, is often free.

The case continues. But mediation is rarely wasted, it narrows the issues, exposes weaknesses in each side’s evidence, and gives both parties a realistic view of their risk. Many disputes settle in the weeks after a mediation rather than on the day itself.

In complex or high-value disputes, usually yes. Counsel can give an on-the-spot assessment of risk, put the case persuasively to the other side, and draft enforceable settlement terms before everyone leaves the room. In smaller matters your solicitor alone may be enough.

The session itself is commonly one day, sometimes half a day, and occasionally spread over several days in complex matters. Preparation usually takes several weeks, collecting documents, exchanging position papers, and getting a realistic valuation of the claim.

Yes, and partial settlement is common and useful. You can resolve specific claims, agree facts, or narrow the issues, then record in writing exactly what remains for the court to decide. That alone can cut hearing time and costs substantially.

Yes, and it is often the best time. Costs are lower, positions are less entrenched, and commercial relationships may still be salvageable. Some areas also require a genuine attempt at resolution before filing, for example family dispute resolution in most parenting matters.