Minority Oppression in the context of Corporations Act (Cth) What constitutes oppressive conduct?
This article briefly examines the circumstances wherein the conduct of a majority shareholder or a director of a company can be considered oppressive and when it may not. The list is not meant to be exhaustive as every case turns on its own facts. Where is the starting point? Section 232 of the Corporations Act 2011 (Cth) defines oppressive conduct as conduct that is contrary to the interests of the shareholders as a whole. This means that the conduct should be examined as a whole within the context of the full circumstances of the particular case. Oppressive conduct in a nutshell The list can be wide, however, for the purposes of this article, any conduct, specifically, by a majority shareholder or a director of a company that is tainted with unfairness, harsh, unjust or inequitable is said to be oppressive. Can I bring an oppression action against a company in liquidation? The short answer is no unless the liquidator consents or the shareholder is able to persu...