In oppression proceedings under s 233 of the Corporations Act, the principle that courts should give minimum relief to neutralise oppression is of limited assistance in determining the direction of a buy-out order. Where the majority shareholders are responsible for building the business and a buy-out at fair value would not compound oppression, the majority should ordinarily be given the first option to acquire the minority's shares. The distinction between knowing a consequence of corporate action and that consequence being a motivating purpose must be carefully maintained when assessing allegations of improper purpose under s 181. Undertaking an asset sale rather than a share sale during pending litigation is understandable and does not without more establish improper purpose. Claiming confidentiality over highlighted passages of a witness statement may constitute an implied admission of the truth of those passages where the conduct is consistent only with their truth.
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