In a compulsory buy-out order under s 233 of the Corporations Act where the company's business is a going concern with no plans for sale, selling costs and capital gains tax should not be deducted from the value of the company's assets, as this would hypothesise a sale and proceed on a liquidation rather than going concern basis. The 'special value' of land to an adjoining owner is irrelevant to market value where the highest and best use is as the existing use. A director of a closely held quasi-partnership company may owe fiduciary duties to individual shareholders, but the Percival v Wright principle prevents recognition of concurrent and identical duties to shareholders covering the same subject matter as duties owed to the company. The degree of knowledge required for laches is a question of fact and degree in each case.
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