Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth)

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Oppression Actions: Sections 232 and 233 of the Corporations Act (Cth)

  • Geoff Clift

General Principles

    • Section 232: 4 Distinct Grounds and a Composite Whole
    • Section 232(d) and (e): Commercial Unfairness
    • Section 232 (d): Independent Ground
    • Objective Test of Unfairness
    • Scope and Aim of Sections 232 and 233
    • Past Conduct
    • Acquiescence and Consent
    • Self-help
    • Onus of Proof

Board Decisions

    • Role of Management
    • When a Court May Intervene

Quasi- Partnership Cases

    • 3 Elements Identified in Ebrahimi v Westbourne Galleries Ltd
    • Implication of a Right to Participate in Management
    • Unjust, inequitable and Unfair for the Use of Majority Voting Power to Remove the Minority from Management
    • Circumstances in Which a Right to Participate in Management May be Lost
    • Relief May Only be Granted Where Participation in Management Affords a “Return for Investment”

Management Fees and Payment of Dividends

Share Issues

    • Purpose of the Share Issue
    • When Dilution of the Voting Power of the Minority via a Share Issue May be Permitted

Litigation Costs

    • When Payment by the Company of Legal Costs Incurred by the Majority in Defending Proceedings May Constitute Oppression
    • Considerations which Militate Against a Finding of Oppression

Denial of Access to Information

    • When Denial of Access to Information may Amount to Oppression


    • Plenary Power under Section 233
    • General Principles Governing the Exercise of Discretion
    • Winding Up as a Last Resort
    • The Ordinary Order
    • Valuation of Shares
    • Extraordinary Orders

Related Remedies

  • Conclusion and Questions

Claims against Creditors and Directors by a Company in Liquidation

  • Law Society of the Northern Territory
  • Guy Newton

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