Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift

General Principles Section 232: 4 Distinct Grounds and a Composite Whole Section 232(d) and (e): Commercial Unfairness Section 232 (d): Independent Ground Objective Test of Unfairness Scope and Aim of Sections 232 and 233 Past Conduct Acquiescence and Consent Self-help Onus of Proof

Board Decisions Role of Management When a Court May Intervene

Quasi- Partnership Cases 3 Elements Identified in Ebrahimi v Westbourne Galleries Ltd Implication of a Right to Participate in Management Unjust, inequitable and Unfair for the Use of Majority Voting Power to Remove the Minority from Management Circumstances in Which a Right to Participate in Management May be Lost Relief May Only be Granted Where Participation in Management Affords a Return for Investment

Management Fees and Payment of Dividends Ripping off the Company Independent Advice on Management Fees Dividend Policies Management Fees as De Facto Dividends

Share Issues Purpose of the Share Issue When Dilution of the Voting Power of the Minority via a Share Issue May be Permitted

Litigation Costs When Payment by the Company of Legal Costs Incurred by the Majority in Defending Proceedings May Constitute Oppression Considerations which Militate Against a Finding of Oppression

Denial of Access to Information When Denial of Access to Information may Amount to Oppression

Remedies Plenary Power under Section 233 General Principles Governing the Exercise of Discretion Winding Up as a Last Resort The Ordinary Order Valuation of Shares Extraordinary Orders

Related Remedies Section 461 (1) (k) Section 109 of the Associations Act

Conclusion and Questions

Claims against Creditors and Directors by a Company in Liquidation Law Society of the Northern Territory Guy Newton