Corporate Law

Shareholder oppression remedies – to buy-back or wind up?

Two common remedies for shareholder oppression include a buy-out order, where one shareholder is ordered to purchase the oppressed shareholder’s shares, or a winding up order, where the Court forces the company into administration or liquidation.  In the case of Snell v Glatis (No 2) [2020] NSWA 166, the New South Wales Court of Appeal considered the complications involved in a buy-out order following a finding of shareholder oppression, and instead made a winding-up order.  This article considers this case and remedies for shareholder oppression. [Read more…]

Director’s right to inspect company records

The role of director comes with both statutory and common law fiduciary obligations which can result in a director being personally liable for debts incurred after the point in time when a company cannot pay its debts as and when they fall due.[1]   A director has an absolute right to access the books so that they can discharge their various duties.   Withholding access is often the first sign of some oppressive conduct.   A case that considered the statutory right to access the books pursuant to section section 198F Corporations Act 2001(Cth) is the case of Oswal v Burrup Holdings Limited [2011] FCA 609 (Oswal).   In Oswal, the Federal Court of Australia considered a director’s right to access company documents after the entity was placed into receivership and the Court’s powers to direct and limit such inspection. [Read more…]

Shareholder oppression – combined effect adds up

Threats of oppression can arise from numerous circumstances, such as disagreements between partners or other situations which leave a minority shareholder feeling they have been treated poorly.  The case of Jolan Pty Ltd v Essential Investments Pty Ltd (No 2) [2021] FCA 1533 is interesting on its face, primarily because there was a shareholders’ agreement as one of its governing documents and it was the combinations of actions which were ultimately held to be oppressive.  It was also one of the first decisions of newly appointed Queensland-based Federal Court judge, Justice Kylie Downes. [Read more…]

A guide to the Therapeutic Goods Advertising Code 2021

The Therapeutic Goods Administration (TGA) recently announced the release of the Therapeutic Goods Advertising Code 2021 (TGA Code) following eighteen months of consultation with stakeholders.  Amongst other updates, the TGA Code reduces the number of mandatory statements required to accompany advertisements of therapeutic goods.  This article discusses the key changes introduced in the new TGA Code. [Read more…]

Is it a debt – legal test and creditors’ statutory demands

A creditor may make a statutory demand for payment in an attempt to recover monies owed by a particular entity.  Some consternation may arise where there exists a genuine dispute about the existence or amount of a debt allegedly relating to a statutory creditor’s demand. [Read more…]

Just and equitable grounds – but what about that helicopter?

In Warner v Global Pacific Aerospace Pty Limited [2012] VSC 291 the Victorian Supreme Court held that it would be just and equitable to wind up the company following a breakdown in the relationship between the two (2) directors who were equal shareholders.  This article considers this case and the conduct was that was held to be oppressive. [Read more…]

Director identification numbers become a reality

In June 2020, the Federal Government passed the Treasury Laws Amendment (Registries modernisation and other measures) Act 2020 (No.69, 2020) – Schedule 2 (Act) which introduced the requirement for every director to obtain a Director Identification Number (DIN).  A DIN is a unique 15-digit identification number given to each director.   A director must only apply for a DIN once and will keep the number even if they stop being a director, change company, are the director of multiple companies or move interstate or overseas.  The purpose of a DIN is to allow for data collection to monitor director registrations and detect disqualified or fraudulent directors.   [Read more…]

Opposing a trade marks on the grounds of bad faith

If a someone has applied to register a trade mark and has done so in bad faith, knowing something they have said is incorrect or false, registration may be able to be opposed or, if it has already been registered, apply for removal of the trade mark on the grounds of bad faith.

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What is a franked dividend?

There are two concepts in paying dividends that business people must know – franking credits and dividend yield.  The concept of dividend yield means the financial ratio that measures the quantum of dividends paid to shareholders relative to the market value per share.  The dividend yield is more desirable when franking credits are included.  Part IIIAA of the Income Tax Assessment Act  1936 (Cth)(Act) deals with legal aspects of franking of dividends, including what constitutes franking and company requirements for dividend statements to shareholders. This article discusses what a franked dividend is, the types of franked dividends, how they work and dividend imputation. [Read more…]

Can email trackers be submitted as evidence?

Whether email trackers, read receipts and similar indicators that show an email has been received and, ostensibly, read can be submitted as evidence has not been substantially considered in standing jurisprudence.  This article briefly considers whether, in light of existing case law, email trackers can be submitted as evidence. [Read more…]

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