Under s 467(4) of the Corporations Act 2001 (Cth), where the court has formed the opinion that applicants are entitled to relief and that in the absence of any other remedy it would be just and equitable that the company be wound up, the burden of proving that the applicants are acting unreasonably in seeking winding up instead of pursuing another remedy lies on the respondent, not the applicants. The practical certainty of further costly and uncertain litigation involved in a share buy-out, uncertainty as to the respondent's financial capacity to comply, and the advantage of independent liquidators are legitimate considerations supporting the reasonableness of seeking winding up. Systematic exclusion of minority shareholder-appointed directors from management decisions, making important decisions without board authority, and treating a joint venture company as a wholly-owned subsidiary constitute oppressive conduct under s 232.
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