The Criminal Law (Coercive Control and Affirmative Consent) and Other Legislation Amendment Act 2024 (Qld) came into effect on 18 March 2024, by adding chapter 29A to the Criminal Code Act 1899 (Qld) (Criminal Code).  This chapter establishes a separate offence of “coercive control’, which stems from domestic violence offences and involves the use of ‘coercive conduct’ likely to harm another person.  New South Wales and South Australia also have coercive control laws.  This article compares the commonalities of coercive control with shareholder oppression.

Coercive control and shareholder oppression

Coercive control has similarities to shareholder oppression, with the general difference being the domestic environment in which one occurs as opposed to the business context of the other.  That said there are similarities in the underlying behaviours which give rise to each.

What is coercive control?

To understand the notion of coercive control it is necessary to dissect the elements of domestic violence, as coercion is a ‘characteristic’ of domestic violence.  Domestic violence is defined in section 334B of the Criminal Code as:

“behaviour, or patterns of behaviour, by a person towards another person, with whom the first person is in a relevant relationship that:

• is physically or sexually abusive; or
• is emotionally or psychologically abusive; or
• is economically abusive; or
• is threatening; or
• is coercive; or
•    in any other way controls or dominates the second person and causes the second person to fear for the second person’s safety or wellbeing or that of someone else”.

[Bold is our emphasis]

Domestic violence can also manifest in forms of surveillance and stalking, including digital surveillance.^[1]  Coercive control is a criminal offence which can occur as a result of domestic violence.  It is defined in section 334C of the Criminal Code.  A person commits a coercive control offence if:

1. “the person is in a domestic relationship with another person (the “other person”); and
2. the person engages in a course of conduct against the other person that consists of domestic violence occurring on more than one (1) occasion; and
3. the person intends the course of conduct to coerce or control the other person; and
4. the course of conduct would, in all the circumstances, be reasonably likely to cause the other person harm.”

[Bold is our emphasis]

The maximum penalty for this is fourteen (14) years imprisonment.^[2]

Conduct which has been held to amount to coercive control

The Explanatory Memorandum on the Criminal Law (Coercive Control and Affirmative Consent) and Other Legislation Amendment Bill 2023 (Qld) defined the term coercive conduct.  Coercion is to be interpreted broadly and includes the exertion of power or dominance through patters of abusive behaviours denying liberty or autonomy.^[3]  The conduct must be likely to cause harm, whether that be physical, psychological, or financial.^[4]

Given the coercive control legislation was only recently introduced, there is limited case law evidencing conduct that will satisfy the offence.  However, international jurisdictions have clarified its application:

For example, R v Challen [2019] EWCA Crim 916 involved a husband controlling his wife for over thirty (30) years.  He had coerced her through entrapment and acts of violence, leading her to develop psychiatric conditions.

What is shareholder oppression?

Section 232 of the Corporations Act 2001 (Cth) states that a Court may make an order under section 233 if:

• “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:

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

[Bold is our emphasis]

Conduct which has been held to be oppressive

Below are several shareholder oppression cases where the applicant or plaintiff (depending on the Court) sought and obtained remedies under section 233 of the Corporations Act 2001 (Cth):

• Hurburgh v Hurburgh, in the matter of Richard Pitt & Sons Pty Ltd [2026] FCA 361^[5]
  • Whether:
    • the Plaintiff wrongfully excluded from management;
    • failure to hold AGM was oppressive;
    • failure to provide financial statements was oppressive;
    • payments were at less than market rent had been rectified; and
    • whether various transactions were validly offset against improvements to property.
• Scott v Aulich, in the matter of Aulich Civil Law Pty Ltd (in liq) [2025] FCA 1329 – whether the Company raised capital and issued shares at an undervalue for an improper purpose;
• Daniel Groves v Tas Fumigation and Pest Services Pty Ltd & Anor [2025] FCA 1089 – ongoing failure of the defendants to produce books and records was oppressive declaratory relief granted;
• Leviston v PQ Management Pty Ltd [2022] FCA 787 – oppressive removal of a director, invalid exercise of an option, exclusion from management, shares transferred without authority,  issue based on inaccurate financial position;
• Hylepin Pty Ltd v Doshay Pty Ltd [2021] FCAFC 201 – conduct effecting a share transfer under mistaken apprehension was oppressive, whether breaches of fiduciary duties was oppressive;
• Spence v Rigging Rentals WA Pty Ltd [2015] FCA 1158 – whether conditions of share issue were oppressive, alleged excessive remuneration, exclusion of a shareholder from improper sale negotiations for one’s own benefit;
• Pedro-X Pty Ltd v SHRL Ventures Pty Ltd [2025] QSC 268 – operation of business to the exclusion of a shareholder after being locked out, allegations of unconscionable conduct and oppression; damages for both awarded; and
• Allways Resources Holdings Pty Ltd & Anor v Samgris Resources Pty Ltd [2017] QSC 74 – exclusion of minority shareholders from participation in management decisions.

What do all these shareholder oppression cases have in common?

These cases all have one (1) thing in common – that is the unfair exercise of control to the detriment of the minority.  This manifests itself in restriction of access to information and benefiting or profiting from the majority shareholders position.

How are coercive control and shareholder oppression similar?

In all cases of shareholder oppression that Dundas Lawyers has been involved a common theme has been where the perpetrators engage in a course of conduct that is designed to coerce or control the other person for that person’s ultimate benefit.  This can be done in a range of ways including but not limited to:

• reducing access to financial information;
• not involving the other shareholders/directors in decisions; and
• gaslighting the minority using trusted advisors such as accountants to the detriment of the minority.

The overall pattern is that the majority aims to create a financial advantage for themselves to the detriment of the minority.  The difference is that there is rarely any violence involved, although it has happened!

Economically abusive vs oppressive or unfairly prejudicial

The fourth element of coercive control is analogous in shareholder oppression matters as the course of conduct that the majority engages in can in all the circumstances be reasonably likely to cause the other person economic harm.  Most shareholder oppression matters that Dundas Lawyers has been involved in involve systematic and ongoing conduct, over a fairly long period of time.  Conversely shareholder oppression matters don’t usually involve domestic relationships – although they can.

In our article ‘shareholder oppression – the early warning signs’ we identify the following potential early warning signs in shareholder oppression matters, noting that the conduct includes but is not limited to:

• one party exercising control over creation of the entity and its structure;
• maintaining to the exclusion of others the relation with lawyers and accountants;
• related contracts;
• skills acquisition that can lead to redundancy;
• exclusion from management;
• access to information; and
• non-flexible negotiators.

In a similar way to Coercive Control all cases involving shareholder oppression involve situations where the relationship between the parties has broken down to various extents.

Links and further references

Cases

Re Docklands Chiropractic Clinic Pty Ltd [2020] VSC 364 (23 June 2020)

BAM Property Group Pty Ltd as trustee for BAM Property Trust v Imoda Group Holdings Pty Ltd [2019] FCA 1192

Asia Pacific Joint Mining Pty Ltd v Allways Resources Holdings Pty Ltd [2018] QCA 48

LPD Holdings (Aust) Pty Ltd v Phillips, Hickey and Toigo & Anor [2013] QSC 225

Turnbull and Ors v Nrma [2004] NSWSC 577

Ian Allan Byrne v A J Byrne Pty Limited [2012] NSWSC 667

Campbell v Backoffice Investments Pty Ltd [2009] HCA 25

Hogg v Dymock  Hogg v Dymock and Ors [1993] WASC 401 (19 July 1993)

Kizquari Pty Ltd v Prestoo Pty Ltd (1993) 10 ACSR 606

Wayde And Another V New South Wales Rugby League [1985] HCA 68

Legislation

Criminal Code Act 1899(Qld)

Criminal Law (Coercive Control and Affirmative Consent) and Other Legislation Amendment Act 2024 (Qld)

Further information

If you need advice on shareholder oppression and its overlap with coercive control as a minority shareholder, contact us for a confidential and obligation‑free discussion.

Disclaimer

This article contains general commentary only.  You should not rely on the commentary as legal advice.  Specific legal advice should be obtained to ascertain how the law applies to your particular circumstances

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[1] Criminal Code Act 1899 (Qld) s 334B(3).

[2] Criminal Code Act 1899 (Qld) s 334C.

[3] Explanatory Memorandum p 11.

[4] Explanatory Memorandum p 11.

[5] Hurburgh v Hurburgh, in the matter of Richard Pitt & Sons Pty Ltd [2026] FCA 361 para 31.

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