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 Wyoming, shareholder oppression refers to actions by those in control of a closely-held corporation that unfairly prejudice minority shareholders. Wyoming law provides remedies for minority shareholders who may be subjected to oppressive conduct by the majority. The Wyoming Statutes do 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 actions, such as a direct lawsuit against the offending parties for breach of fiduciary duty or a derivative suit on behalf of the corporation. 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. Remedies may include monetary damages, buyouts of the minority shareholder's interests at a fair value, or court orders directing or prohibiting certain actions by the majority shareholders or directors.