WIJOAV v Goldstone – shareholder oppression in a private equity context

The recent case of WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 (WIJOAV v Goldstone) involved a claim of shareholder oppression under section 232 of the Corporations Act 2001 (Cth) (Corporations Act).  The case established that a shareholder in a private equity fund may be oppressed by a co-investor where their company structure allows for it.  It reinforced that shareholder oppression can apply to a limited partnership managed by a company where there is a ‘structural loophole’.  This article summarises WIJOAV v Goldstone and extracts the key takeaways from this case.

Summary of shareholder oppression

Under section 232 of the Corporations Act, the Court “may make an order under section 233 if:

• the conduct of a company’s affairs; or
• an actual or proposed act or omission by or on behalf of a company; or
• a resolution, or a proposed resolution, of members or a class of members of a company;

is either:

• contrary to the interests of the members as a whole; or
• oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or any other capacity.”

Section 233 of the Corporations Act enables a Court to make several orders in relation to a company where it deems relevant.  Orders can include winding up, the modification of a company constitution, the purchase of shares, and the appointment of a receiver or manager.^[1]

Background to the case of WIJOAV v Goldstone

The centre of the oppression surrounded parties’ interests in a venture capital private equity business called the Goldstone Private Equity Fund (Goldstone).^[2]  Two entities of Goldstone, Goldstone Private Equity Pty Ltd (Goldstone PE) and Goldstone Fund Management Pty Ltd (Goldstone FM), were claimed to have engaged in alleged oppressive conduct against WIJOAV Services Pty Ltd (WIJOAV).^[3] 

The alleged oppressive conduct in this matter was derived from the collective:

• breakdown of a business relationship;
• wrongful termination of a director; and
• exclusion of a director through the resolutions of several entities.

The primary point of contention was whether the defendants could be held liable for the alleged oppression given the uncertainty surrounding whether sections 232 and 233 of the Corporations Act extend to the operation of limited partnerships managed by a company.^[4]

Application of the Corporations Act to limited partnerships

The case immediately established that sections 232 and 233 of the Corporations Act do not expressly apply to partnerships that are unregistered or not subject to other provisions of the Corporations Act.^[5]  The Court sought to determine whether these sections could apply in the context of private equity structures where a limited partnership formed part of a larger group.^[6]  In Goldstone PE and Goldstone FM, two (2) directors each owned fifty percent (50%) of the shares in each company.  In this matter, a Shareholder’s Deed (Deed) was entered into in relation to Goldstone PE and Goldstone FM.^[7]  The Deed states that several parties agree to control and manage the affairs of Goldstone PE and Goldstone FM.^[8]  In entering this deed, Goldstone PE and Goldstone FM form part of a larger group.  This increased the power and responsibility of the companies.  Given the responsibilities of Goldstone PE and Goldstone FM came to include the management of affairs of two (2) other companies, these were considered as a group rather than a limited partnership.^[9]  This resolved the issue of a limited partnership and left the companies vulnerable to an oppression claim.

Decision

Jackman J found that the conduct in WIJOAV v Goldstone amounted to “a clear case of oppression“.^[10]  In excluding a director from management and board participation, and unfairly terminating a director, the defendant engaged in commercially unfair conduct.^[11]

While it was raised that there are conceptual difficulties applying section 232 to a 50/50 share structure, WIJOAV v Goldstone relied on Patterson v Humfrey [2014] WASC 446.  This case stated that a member who does not control the majority of votes in an entity, and who cannot prevent the oppression, should be entitled to seek relief.^[12]  This implies that whether one can pursue an oppression claim is not dependent upon the amount of shares held, but rather the influence and control held within the company.^[13]  Here, it was held that:

“Accordingly, this is not a case in which an evenly divided shareholding corresponded to equality of power in controlling the companies’ affairs.”

The conduct was deemed oppressive and a compulsory purchase of partnership interests ordered.^[14]

Key takeaways

This case emphasises that private equity participants and those in limited partnerships must also be aware of shareholder oppression and their directors’ duties, particularly where singular entities form part of a larger group.  Even where directors maintain an equal shareholding, a power disparity may still leave an oppressor liable for their conduct.

Links and further references

Legislation

Corporations Act 2001 (Cth)

Cases

Patterson v Humfrey [2014] WASC 446

WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622

Further information

If you need advice on shareholder oppression, contact us for a confidential and obligation‑free discussion.

---

[1] Corporations Act 2001 (Cth) s 233(1).

[2] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [1].

[3] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [7].

[4] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [161].

[5] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [7].

[6] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [7].

[7] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [9].

[8] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [9].

[9] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [165].

[10] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [167].

[11] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [167].

[12] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [163].

[13] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [163].

[14] WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd [2025] FCA 622 at [173].

Related insights