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 Nebraska, minority shareholder oppression is addressed under state statutes and case law. Minority shareholders in Nebraska have certain rights and protections against oppressive conduct by majority shareholders or those in control of closely-held corporations. Nebraska law recognizes that minority shareholders may be vulnerable to unfair treatment, such as denial of access to corporate records, withholding dividends, termination of employment, misapplication of corporate funds, and manipulation of stock values. When minority shareholders believe they are being oppressed, they can seek remedies through the courts. The courts may intervene to protect minority shareholders by ordering buyouts, awarding damages, or providing other equitable relief. It is important for minority shareholders in Nebraska to be aware of their rights and to consult with an attorney if they believe they are experiencing oppressive conduct within a closely-held corporation.