An allegation that a company procured or induced its nominee directors to engage in conduct in breach of their duties requires pleading of material facts going beyond the mere fact that the directors were nominees and that their conduct benefited the appointing company. The natural inference from such facts is that the directors chose to act that way, not that they were procured. Allegations of the financial condition of related companies are not material facts relevant to whether directors' conduct was oppressive under s 232 of the Corporations Act where the alleged conduct would be required of a reasonable director regardless of the financial condition.
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