Where a minority shareholder in a quasi-partnership is fully informed of majority shareholders' proposed secured lending and asset sale, is invited to participate or make counter-offers, and declines to do so, the majority's conduct in making a secured advance and selling assets to their own company at fair value does not constitute oppression under s 232 of the Corporations Act 2001. The crisis created by the minority's own breach of a funding agreement is a relevant factor in assessing whether the majority's conduct was oppressive. Advances made urgently in contemplation of a security to be granted are treated as made under that security when granted, and do not create a preference over existing unsecured creditors.
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