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Worldwide asset freezing order by Federal Court – are they possible?
The High Court’s decision in Deputy Commissioner v Huang [2021] HCA 43 confirms the Federal Court may make worldwide asset freezing orders. This is an important development in Australian law.
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Just and equitable grounds – but what about that helicopter?
A breakdown in the relationship between two equal shareholders of a company led to a just and equitable winding up of the company. Find out more about the remedies available to shareholders in such a situation, including just and equitable winding up, shareholder oppression, shareholders agreements, and inconsistency clauses.
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Equal ownership and shareholder oppression risks
Case of Cody v Live Board Holdings Limited [2014] NSWSC 78 shows need for precise drafting of Shareholders’ Agreements and Constitutions to comply with Corporations Act 2001 (Cth) and remove any inconsistencies between documents and ensure Directors’ actions are clear.
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Shareholder oppression – a taxonomy of corporate wrongs
This article examines the concept of shareholder oppression and provides examples of when the Court has found oppressive conduct, as well as when it has not. It also outlines the remedies the Court prefers when faced with oppressive conduct.
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Company wound up under s461K for failing to achieve its objectives?
The NSW Supreme Court case of Gearhouse provides insight into the Court’s power to wind up a company under the Corporations Act 2001 (Cth). A combination of circumstances, including deadlock between shareholders, loss of confidence in management and an expired agreement, can lead to winding up.
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Shareholder’s inspection allowed despite distrust
Drafting Share Vesting Agreement requires consideration of several factors, including securities, copyright, class of shares, taxation, congruence with other agreements, and Events of Default. Alternatives to incremental vesting and requirements of Redeemable Preference Shares. Care must be taken when drafting Events of Default/Forfeiture clauses.
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Shareholder oppression – the early warning signs
This article explores the legal framework of shareholder oppression and identifies early warning signs to look out for when starting a new venture, such as entity type, relationship with advisors, exclusion from management, access to info and non-flexible negotiation.
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Just and equitable winding up – shareholder oppression
Discontinuing proceedings in the Federal Court of Australia can be costly, as the default position is that the discontinuing party pays the other party’s costs. However, the Court has discretion to award costs and may consider the parties’ conduct and reasons for discontinuance.
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Shareholders’ agreements & deadlock clauses
Deadlock Clauses in Shareholders’ Agreements can prevent shareholder oppression. Learn about different types of clauses, dispute resolution provisions and financial implications. Read on to find out more.
Shareholder oppression
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