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
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2023/2023fca0920
For more information, see the original judgement.
