LPD Holdings (Aust) Pty Ltd v Phillips, Hickey and Toigo & Anor

(2013) 281 FLR 227; [2013] QSC 225

Supreme Court of Queensland

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Interrogate

Catchwords

1. Corporations
2. › Membership, rights and remedies
3. › Members' remedies and internal disputes
4. › Oppressive or unfair conduct
5. › What constitutes
6. › Conduct of or relating to directors
7. › Whether proceedings may be brought under s 233 instead of s 237
8. › Whether s 233 powers qualified by excluding relief for acts actionable by company under s 236
9. › Whether compensation may be ordered in favour of company or shareholder
10. › Corporations Act 2001 (Cth), ss 232, 233, 236, 237
1. Corporations
2. › Membership, rights and remedies
3. › Members' remedies and internal disputes
4. › Oppressive or unfair conduct
5. › Relief
6. › Compensation against directors
7. › Whether shareholder may recover compensation for losses distinct from company's losses
8. › Corporations Act 2001 (Cth), s 233
1. Practice and Procedure
2. › Pleadings
3. › Strike out application
4. › Whether pleading discloses cause of action
5. › Whether particulars adequate
6. › Share register compliance
7. › Corporations Act 2001 (Cth), ss 169, 175

Quick Take

Section 233 of the Corporations Act 2001 (Cth) confers power to order compensation in favour of the company for directors' misconduct, notwithstanding the availability of derivative proceedings under ss 236-237. The availability of derivative proceedings is relevant to the exercise of discretion under s 233 but does not oust the jurisdiction. Compensation may also be ordered against directors in favour of an oppressed shareholder, but only for losses that are distinct from, rather than merely derivative of, the company's losses. Section 169 requires a register of members, not of persons with relevant interests in shares.