An oppression proceeding under s 233 of the Corporations Act may fall within the scope of an arbitration clause in a shareholders' agreement where the connecting words are sufficiently broad (such as 'in connection with this Agreement or in relation to the Business'), particularly where the relief sought (compulsory share purchase) is akin to relief available under the shareholders' agreement and would effectively terminate the shareholder relationship. However, the mandatory stay under s 8 of the Commercial Arbitration Act 2011 (Vic) applies only as between parties who are signatories to the arbitration agreement. The capacity in which parties act (shareholder vs director) is relevant to whether the dispute falls within the arbitration clause.
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