Specialist Board Dispute Lawyers for Australian Businesses
Board disputes arise when a company’s directors, acting as a board, can’t agree on the decisions that matter. They commonly involve deadlocked votes, disagreements over strategy or key appointments, contested board resolutions and meetings, and conflict between the board and the shareholders who appointed it. When a board can’t make decisions, the whole business can grind to a halt. We advise companies, boards and directors across Australia on resolving these disputes.
Our team has deep experience with board procedures, company constitutions, shareholder agreements and the legal tools available to break a deadlock. We assess the situation early, advise on realistic outcomes and pursue the path most likely to get the board functioning again, whether that’s negotiation, mediation or court action. Fixed-fee options are available for defined stages of a matter, and we act nationally from offices in Melbourne, Sydney, Brisbane and Perth.
Board Deadlock Resolution
We help companies break deadlocks where the board is evenly split and decisions can’t be made.
Contested Board Resolutions & Meetings
We advise on disputes over the validity of board resolutions, notices, quorum and the conduct of meetings.
Boardroom Conflict Advice
We help boards manage and resolve serious disagreements over strategy, governance and key decisions.
Board Composition & Control Disputes
We act in disputes over board appointments, the balance of power and control of the board.
Board & Shareholder Disputes
We advise when the board and the company’s shareholders are in conflict over direction and decisions.
Negotiation, Mediation & Litigation Support
We resolve board disputes through negotiation and mediation where possible, and litigate when necessary.
FAQs
A board deadlock occurs when the directors are split and can’t reach the votes needed to make a decision, often because the board is evenly divided or because a quorum can’t be formed. It commonly arises where shareholders or co-founders each appoint an equal number of directors and then disagree.
Allied Legal assesses what’s causing the deadlock and the options built into your constitution or shareholder agreement, then advises on the fastest route to get decisions moving again.
Options usually include a casting vote, mediation, referring the issue to the shareholders, using a deadlock clause in the shareholder agreement, or, as a last resort, applying to the court. The right option depends on your documents and what each side is willing to accept.
Allied Legal reviews your governing documents and recommends the practical pathway most likely to resolve the deadlock without unnecessary cost or damage to the business.
A board dispute is a collective conflict, where the board as a whole is divided or unable to function. A director dispute usually concerns one individual director’s conduct, duties or position, such as a breach of duty or an attempt to remove them.
Allied Legal identifies which type of dispute you’re facing so the advice is targeted, and can act on both where a single director’s conduct is driving a wider board conflict.
Yes. A board resolution can be challenged if it was passed without proper notice, without a valid quorum, in breach of the constitution or in breach of directors’ duties. Whether it’s set aside depends on the nature of the defect and the circumstances.
Allied Legal examines how the resolution was made and advises on whether to challenge it or defend it, acting quickly where the decision is already being acted on.
If internal options fail, the matter may go to mediation or to court. In serious cases of deadlock, a court can make orders to resolve the situation, including ultimately winding up the company, although this is generally a last resort.
Allied Legal prepares for each possibility from the start, pursuing a negotiated outcome first and keeping court options ready so your interests stay protected if the dispute escalates.
As soon as the board is unable to make decisions or conflict starts to affect the company’s operations. Acting early gives you more options and reduces the risk of the dispute damaging the business.
Allied Legal reviews your situation promptly and recommends the next steps, so the board can get back to running the business.
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