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 Mississippi, shareholder oppression occurs when those in control of a closely-held corporation engage in unfair or oppressive conduct toward minority shareholders. Mississippi law does not have a specific statute addressing shareholder oppression, but courts have recognized the concept under common law. Minority shareholders may seek relief through various legal remedies, such as filing a lawsuit for breach of fiduciary duty, seeking an injunction, or requesting a court-ordered buyout of their shares at a fair value. The Mississippi courts consider factors such as denial of access to corporate records, withholding dividends, termination of employment, misapplication of corporate funds, and manipulation of stock values when determining if oppression has occurred. An attorney can help navigate the complexities of such a case and advise on the best course of action for a minority shareholder who believes they are being oppressed.