Directors of family companies who commence litigation against minority shareholders while having personal interests (including through family members' shareholdings) in parallel proceedings risk being found to have breached their fiduciary duties and engaged in oppressive conduct under s 232, regardless of whether they acted honestly or on legal advice. The scope of fiduciary duties is not narrowed by board delegation to conduct litigation, and the court will not speculate against the interests of the company as to what an independent director would have done. Section 233(1)(j) is sufficiently broad to order directors to reimburse the company for the full costs of the litigation.
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