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 Tennessee, minority shareholder oppression is addressed under state law, which recognizes the rights of minority shareholders and provides remedies for oppressive conduct by those in control of closely-held corporations. Tennessee courts have developed a body of case law interpreting what constitutes oppressive behavior, often considering factors such as denial of access to corporate records, withholding dividends, termination of employment, misapplication of funds, and manipulation of stock values. Remedies for oppressed minority shareholders may include monetary damages, buyouts at a fair value, and equitable relief such as reinstatement of employment or access to corporate information. Tennessee's corporate statutes also provide for the rights of shareholders to inspect books and records, which can be a tool for minority shareholders to monitor the actions of the majority. It is important for minority shareholders who believe they are being oppressed to consult with an attorney to understand their rights and the specific remedies available under Tennessee law.