Australia: Shareholders

Joint venture exit risk is no longer determined primarily by formal exit rights, but by whether the underlying confidentiality, information access and governance frameworks can operate effectively in a live sale process. Where they cannot, transaction outcomes – including price, timing and even viability – become materially exposed.

Dividends are a common way for companies to distribute value to shareholders, but whether to declare or pay a dividend is not simply a commercial decision. Directors must ensure that any dividend complies with the Corporations Act 2001 (Cth) (Corporations Act), the company’s constitution and relevant governance requirements, while considering their duties to the company and its creditors.

When you invest your time, money and energy into a company, you expect to be treated fairly and to have your rights as a shareholder respected. But what happens when those rights are ignored, or worse, actively undermined? Shareholder oppression is a serious issue that can have significant financial implications. If you suspect that your rights are being compromised, it’s important to act promptly to protect your interests.

ASX Listing Rule 7.1 generally restricts an ASX-listed entity from issuing more than 15% of its issued capital in a 12 month period without shareholder approval, other than in accordance with exceptions set out in Listing Rule 7.2.

If you hold at least 90% of the shares in a company, you can compulsorily acquire the remaining shares. A process known as compulsory acquisition. This framework allows you to access the benefits of full ownership, including streamlined decision-making, elimination of minority shareholder disputes, and complete control over corporate strategy. It also serves an important commercial purpose by facilitating corporate consolidation and removing the complexities of fragmented ownership structures. This article outlines the different ways compulsory acquisition of shares may occur and how each works.

The Full Federal Court's decision in Crowley v Worley Limited marks a pivotal shift in Australian securities class action law by endorsing market-based causation and lowering evidentiary thresholds for proving shareholder loss. This landmark ruling, combined with the earlier Brambles decision, fundamentally alters the risk landscape for ASX-listed companies and their insurers.

In this case the Full Court of the Federal Circuit and Family Court of Australia has again affirmed the guiding principles set out in Rosati v Rosati [1998] FamCA 38 as to the treatment of potential capital gains tax in property settlement proceedings.

Exposure to class actions remains a reality for businesses operating in Australia, and several emerging trends are set to influence that risk.

The statistics for takeover bids for 2025 show a very high success rate. We calculate that 82% of completed bids led to a change of control.