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 Wisconsin, minority shareholder oppression is addressed under state statutes and case law. Wisconsin Statute § 180.1430 provides remedies for shareholders if those in control of a corporation act in an unfairly prejudicial manner towards them. This statute applies to closely-held corporations, which are typically not publicly traded and have a small number of shareholders. Minority shareholders who believe they are being oppressed may seek relief through legal action, which can include a court order to cease oppressive conduct, monetary damages, or even a forced buyout of the minority's shares at a fair value. The types of conduct that may constitute oppression include denying access to corporate records, withholding dividends, terminating employment, misusing corporate funds, and manipulating stock values. It is important for minority shareholders who feel they are being oppressed to consult with an attorney to understand their rights and the remedies available to them under Wisconsin law.