Shareholder oppression—also known as minority shareholder oppression, squeeze out, or freeze out—is a general term for a claim or cause of action that may be made by a minority shareholder—a shareholder who owns less than a controlling percentage of the company—and is based on the alleged unfair or oppressive treatment of the minority shareholder.
Minority shareholder oppression claims often arise in closely-held corporations—corporations that are not publicly traded; in which a relatively small number of people own most or all of the shares; and in which the shareholders are often family members or people who know each other.
Those in control of a closely held corporation may use various squeeze-out or freeze-out tactics to deprive minority shareholders of benefits; to misappropriate those benefits for themselves; or to induce minority shareholders to relinquish their ownership for less than it is otherwise worth.
The types of conduct most commonly associated with such tactics include:
• denial of access to corporate books and records;
• withholding payment of, or declining to declare, dividends;
• termination of a minority shareholder's employment;
• misapplication of corporate funds and diversion of corporate opportunities for personal purposes; and
• manipulation of stock values.
In Alaska, shareholder oppression claims are addressed under the Alaska Statutes, particularly in the context of closely-held corporations. Alaska law provides minority shareholders with certain rights and protections against oppressive conduct by those in control of the corporation. For instance, minority shareholders have the right to inspect corporate books and records, as provided by AS 10.06.450. If a minority shareholder believes they are being treated unfairly or oppressively, they may seek remedies through the courts. Remedies can include forcing the payment of dividends, reinstating employment, or compensating for misappropriated funds. Additionally, Alaska Statutes AS 10.06.628 provides for judicial intervention when corporate directors or those in control act in a manner that is oppressive and unfairly prejudicial to the shareholder. The court may order a variety of remedies, including the purchase of the minority shareholder's shares at a fair value. It is important for minority shareholders who believe they are experiencing oppression to consult with an attorney to understand their rights and the specific remedies available under Alaska law.