CORPORATIONS – where shares cancelled without complying with the statutory procedure for a selective reduction of capital – where relief sought by company under s 1322 of the Corporations Act 2001 (Cth) for Court to grant relief – where shareholder claims conduct in cancelling shares and other conduct to be oppressive under s 232 of the Corporations Act 2001 (Cth)
CORPORATIONS – where plaintiff (in WAD153/2022) seeks relief under s 1322 of the Corporations Act 2001 (Cth) – where plaintiff claims statutory relief in the nature of rescission appropriate – where plaintiff alleged misleading and deceptive conduct – where plaintiff alleged agreement made on basis of a qualification the defendant did not have – where such factual finding not made – where complete disregard for statutory requirements – where continuing and blatant disregard for statutory requirements demonstrates dishonesty – where plaintiff acted as if statutory rescission was a self-help remedy – where plaintiff took no steps after being informed of failure to comply with statutory procedure – where not case that there is no substantial injustice – where significant delay in bringing claim – where requirements of s 1322 not met – claim dismissed with costs
CORPORATIONS – where plaintiff (in WAD127/2022) alleges cancellation of shares and other conduct was oppressive – where cancellation of shares found to be oppressive – where evidence of plan to oppress plaintiff – where only reason for cancellation is alleged misleading and deceptive conduct said to have induced agreement to issue shares – where alleged misleading and deceptive conduct not established – oppression established by company, director and shareholder cancelling shares and then issuing further shares to dilute shareholding if shareholding subsequently reinstated – appropriate relief is to require benefitting shareholding to transfer shares to the plaintiff – claim upheld
See our article about his case – Cancellation of shares held to be oppressive
Recent cases – shareholder oppression
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ASIC v Falcon Capital Ltd [2025] FCA 359
CORPORATIONS – winding up – application by ASIC for the winding up of a company on the just and equitable ground, together with a direction that the liquidator wind up a registered managed investment scheme and underlying unregistered funds – where the company accepted that the company and the funds should be wound down –…
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London City Equities Ltd v Excelsior Capital Ltd [2025]FCA 285
PRACTICE AND PROCEDURE – application for winding up of the defendant on just and equitable grounds or on grounds of shareholder oppression – where plaintiff seeks leave to amend pleadings expanding the scope of factual matters in dispute – where proposed amendments include the joinder of additional parties and seek a variety of relief going…
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One Tree Agriculture PL v Lye [2025] FCA 126
CORPORATIONS – directors – appointment and resignation – application to fix date of resignation – delay in filing notice of resignation – whether applicant established date on which they stopped being a director – whether just and equitable to fix date of resignation after ASIC register had been relied on by third party –…
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2023/2023fca0920
For more information, see the original judgement.
