A breach of a director's fiduciary duties does not necessarily constitute oppressive conduct under s 232 of the Corporations Act 2001; the central criterion is commercial unfairness assessed objectively. Where a director diverts a business opportunity from the company but does so after the other director refused to allow the company to pursue it, and shares profits with the company, the conduct may constitute a breach of fiduciary duty but not oppression. In selecting remedies under s 233, a share purchase order is preferred over winding up a solvent, profitable company, particularly where a winding up would financially advantage the oppressor.
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