Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern...
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Transcript of Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern...
![Page 1: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/1.jpg)
Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth)
Law Society of the Northern Territory
Geoff Clift
![Page 2: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/2.jpg)
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
![Page 3: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/3.jpg)
Board Decisions
Role of Management
When a Court May Intervene
![Page 4: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/4.jpg)
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”
![Page 5: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/5.jpg)
Management Fees and Payment of Dividends
”Ripping off” the Company
Independent Advice on Management Fees
Dividend Policies
Management Fees as De Facto Dividends
![Page 6: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/6.jpg)
Share Issues
Purpose of the Share Issue
When Dilution of the Voting Power of the Minority via a Share Issue May be Permitted
![Page 7: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/7.jpg)
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
![Page 8: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/8.jpg)
Denial of Access to Information
When Denial of Access to Information may Amount to Oppression
![Page 9: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/9.jpg)
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
![Page 10: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/10.jpg)
Related Remedies
Section 461 (1) (k)
Section 109 of the Associations Act
![Page 11: Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth) Law Society of the Northern Territory Geoff Clift.](https://reader036.fdocuments.in/reader036/viewer/2022082604/55140918550346d8488b4cc2/html5/thumbnails/11.jpg)
Conclusion and Questions
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Claims against Creditors and Directors by a Company in Liquidation
Law Society of the Northern Territory
Guy Newton