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 Georgia, shareholder oppression claims are addressed under state corporate law. Georgia does not have a specific statute that defines or addresses minority shareholder oppression as a distinct legal claim. However, minority shareholders in Georgia can still seek relief under general principles of corporate law and fiduciary duties. Shareholders in closely-held corporations may have rights under the Georgia Business Corporation Code, which includes provisions that protect shareholders from certain unfair practices. For instance, shareholders have the right to inspect corporate records, and there are remedies available for breaches of fiduciary duty by directors or controlling shareholders. Additionally, minority shareholders may challenge actions that amount to a breach of fiduciary duty, such as self-dealing, misapplication of corporate funds, or actions that unfairly prejudice the rights of minority shareholders. If a minority shareholder believes they are being oppressed, they may need to file a lawsuit to seek remedies such as damages, buyout of their shares, or other equitable relief. It is advisable for minority shareholders who feel they are being oppressed to consult with an attorney who is experienced in corporate law to explore their legal options.