Is shareholder oppression a form of coercive control?

Quick summary of coercive control and shareholder oppression

No, but the two share a pattern. Coercive control is a Queensland crime under section 334C of the Criminal Code, limited to domestic relationships. Shareholder oppression is a civil wrong under section 232 of the Corporations Act 2001 (Cth). Both involve one party controlling money, information and decisions to another’s detriment.

——— Coercive control

What is coercive control in Queensland?

A Queensland crime, committed when an adult uses a pattern of domestic violence to coerce or control a partner, family member or carer.

Under section 334C of the Criminal Code, a person commits a coercive control offence if:^[3]

• the person is in a domestic relationship with another person;
• the person engages in a course of conduct against the other person that consists of domestic violence occurring on more than one occasion;
• the person intends the course of conduct to coerce or control the other person; and
• the course of conduct would, in all the circumstances, be reasonably likely to cause the other person harm.

The offence is a crime with a maximum penalty of 14 years imprisonment.^[4] It is a defence to prove that the course of conduct was reasonable in the context of the relationship as a whole.^[5]

“Domestic violence” is defined broadly. It includes behaviour that is physically or sexually abusive, emotionally or psychologically abusive, economically abusive, threatening or coercive, or that in any other way controls or dominates the other person and causes them to fear for their safety or wellbeing.^[6] It expressly includes unreasonable surveillance, making a person dependent on or subordinate to another, isolating them from sources of support, and controlling their day-to-day activities.^[7]

Two definitions matter for business owners. Economic abuse includes coercive or deceptive behaviour that denies a person the financial autonomy they would otherwise have, and the statutory examples include coercing a person to sign a legal document for the establishment or operation of a business. Harm includes any detrimental effect on a person’s financial wellbeing.^[8]

The offence is confined to domestic relationships: broadly, intimate partners, family members and informal carers.^[9] New South Wales also has a coercive control offence, and South Australia has passed one that commences on a date to be proclaimed.^[10]

In short, coercive control is a domestic offence. It does not apply to business partners as such, but its description of controlling behaviour is a useful lens for what happens in some companies.

——— Shareholder oppression

What is shareholder oppression?

A company’s affairs are conducted in a way that is commercially unfair to a member, giving the member a right to apply to court for relief.

Section 232 of the Corporations Act 2001 (Cth) (Corporations Act) allows the Court to make orders if:^[11]

• the conduct of a company’s affairs; or
• an actual or proposed act or omission by or on behalf of a company; or
• a resolution, or a proposed resolution, of members or a class of members of a company,

is either contrary to the interests of the members as a whole, or “oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity”.

As the Federal Court restated in Hurburgh v Hurburgh, in the matter of Richard Pitt & Sons Pty Ltd [2026] FCA 361 (Hurburgh), the test is commercial unfairness, judged objectively: would reasonable directors, looking at the conduct, have thought it fair?^[12] Oppression may arise from a series of events or from a single act or omission.^[13] It is not, however, a “no fault divorce”. A breakdown in trust between shareholders is not enough on its own, although it can be one of several factors that together establish oppression.^[14]

A claim is made by a member (or certain others with standing) by civil application, not by prosecution.^[15]

In short, oppression is about unfair use of corporate control, and it is the member, not the State, who brings the claim.

——— The comparison

How are coercive control and shareholder oppression similar?

Both involve a pattern of control used for one party’s benefit at the other’s expense; the difference is the setting, the mental element and the consequence.

In the shareholder oppression matters we act in, a common theme is a course of conduct by those in control that is designed to keep control and to benefit from it. Typical tactics include:

• reducing the minority’s access to financial information;
• leaving the other shareholders or directors out of decisions; and
• using trusted advisers, such as the company’s accountant, in ways that work against the minority.

The comparison with coercive control has limits. Rarely is there any violence, and the element that matters most in a criminal prosecution, an intention to coerce or control, is not needed for oppression. In Leviston v PQ Management Pty Ltd [2022] FCA 787 (Leviston), the Court found oppression where a shareholder had been treated as no longer being a member, even though the oppression was not intentional.^[16] In Hurburgh, the director was found to be honest and well-meaning, and parts of her conduct were still oppressive.^[17]

In short, the pattern is similar, but oppression is easier to establish: the minority need only show the conduct was commercially unfair, not that anyone intended it.

——— Economic control

What does economic control look like in a company?

Control of the company’s money and records, used to benefit those in control while the minority bears the cost. This is where the analogy with economic abuse is closest.

In Groves v Tas Fumigation and Pest Services Pty Ltd [2025] FCA 1089 (Groves), three people agreed to set up a pest control business in Tasmania, with Mr Groves to hold 20%. From early 2017, the majority holder, Mr Morris, took control of the company’s finances: its tax returns, bank account, creditors and debtors.^[21] The company then recorded loans to Mr Morris of more than $1.5 million over two years, and paid him $597,660.48 in directors’ fees in one year.^[22]

Mr Groves was refused the company’s books and records for years. He had to bring proceedings in the Supreme Court of Tasmania and seek contempt orders before any were produced, and the company then failed to comply with production orders in the Federal Court.^[23] Meanwhile, because the company had not paid its tax, Mr Groves received director penalty notices some three years after he had resigned as a director.^[24] The Court found the company’s affairs were conducted contrary to the interests of the members as a whole and unfairly prejudicial to Mr Groves, and wound the company up.^[25]

Family companies show the same pattern in a milder form. In Hurburgh, three family members inherited equal shares in a farming company. The director, a one-third shareholder, leased the company’s land to a farming company owned by her and her son at less than market rent, and that company kept the rent from subletting cottages on the land. The Court found this oppressive.^[26] The failure to hold any shareholders’ meeting, while disputes about those leases went unanswered, was also oppressive.^[27] The Court described the failure to give the minority shareholder the company’s financial statements as showing a disregard for her interests.^[28]

Not every complaint succeeded. Wrongful exclusion from management can be oppression, but the claim failed in Hurburgh because the minority shareholder had never sought, and had disavowed, any role in managing the company.^[29]

For the signs to look out for, see our article on the early warning signs of shareholder oppression.

In short, controlling the money and the information, and leaving the minority to carry the cost, is the conduct courts most readily find oppressive.

——— Remedies

What can a court order for shareholder oppression?

Any order the Court considers appropriate under section 233 of the Corporations Act. Remedies are moulded to bring the oppression to an end and to compensate the member affected.^[30]

Where shares are bought out, the Court fixes a fair value, generally at the date of judgment and without a discount for a minority holding.^[35] For more on choosing between these outcomes, see our article on shareholder oppression remedies.

In short, the answer to oppression is often an exit at a fair price; winding up is reserved for cases where nothing less will work.

Frequently asked questions about coercive control and shareholder oppression

Key takeaways about coercive control and shareholder oppression

• Coercive control is a Queensland crime under section 334C of the Criminal Code from 26 May 2025, limited to domestic relationships.
• Shareholder oppression is a civil claim under section 232 of the Corporations Act, decided on commercial unfairness.
• Both involve a pattern of control for one party’s benefit, but oppression does not require any intention to control or harm.
• Control of the money and records, with the minority left to carry the cost, is the conduct courts most readily find oppressive.
• A buy-out at fair value is a common remedy; winding up is a last resort.

Need advice about shareholder oppression? Call Dundas Lawyers on 07 3221 0013 or submit an enquiry online.

Links and further references

Legislation

Criminal Code Act 1899 (Qld) sch 1 ss 334A–334F, 762
Criminal Law (Coercive Control and Affirmative Consent) and Other Legislation Amendment Act 2024 (Qld)
Corporations Act 2001 (Cth) ss 232, 233, 234, 247A, 461
Domestic and Family Violence Protection Act 2012 (Qld)

Cases

Campbell v Backoffice Investments Pty Ltd (2009) 238 CLR 304
Groves v Tas Fumigation and Pest Services Pty Ltd [2025] FCA 1089
Hurburgh v Hurburgh, in the matter of Richard Pitt & Sons Pty Ltd [2026] FCA 361
Hylepin Pty Ltd v Doshay Pty Ltd [2021] FCAFC 201
Leviston v PQ Management Pty Ltd [2022] FCA 787