Then this could be oppressive reid v bagot well

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then this could be oppressive {Reid v Bagot Well Pastoral Co Pty Ltd} 9
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Shareholder Remedies (5) Dissatisfaction with Management Dissatisfaction with management is not sufficient grounds for granting an oppression remedy {Re G Jeffrey} There must be an element of unfairness or discrimination in the way in which the management is acting (6) Reasonable Expectations If there is a departure from the common intention or agreement of members when joining a company then the reasonable expectations which members have of management can mean that they are being oppressed based on their expectations formed from the common intention {Ebrahimi} Purportedly where there is an improper exclusion from management where a member had a reasonable expectation to participate in such a quasi-partnership company {Hogg v Dymock} this could be grounds for oppression (7) Other Instances where Court Allows Oppression Remedy Oppressive conduct of board meetings, for example a Director improperly uses his influence in boardroom to promote personal interest {John J Starr (Real Estate) Pty Ltd } Overpaying directors {Sanford} Issuing shares for purpose of diluting a shareholder’s voting power {Kokotovich Constructions} Failure to bring proceedings against directors {Re Spargos Mining} G.7 Range of Orders the Court can Make: The powers given to the court are extremely wide. They include the power to make orders regulating the conduct of the affairs of the company in the future. This necessarily involves the court making orders which may interfere with the internal administration of the company” {Jenkins v Enterprise Gold Mines NL} Under {s 233(1) Corporations Act} the court has a broad discretion to make any order it sees fit – non-exhaustive list Winding up company {s 233(1)(a) Corporations Act} Amending Company’s constitution {s 233(1)(b) Corporations Act} – court can make an order that an amendment ordered by the court itself by altered by the Company without leave of the court {Re Spargos Mining} Orders “regulating the conduct of the company’s affairs in the future” {s 233(1)(c) Corporations Act} o Can replace the directors of the Company to ensure “ for the Company energetic, competent, independent management with full and complete powers to investigate and provide such remedies to the company as are available in relation to past misconduct, as well as to secure for the company, at least in the immediate future effective management skills” {Re Spargos Mining} o Court can also order the replacement directors not be removed for a certain period {Re Spargos Mining} Require the purchase of shares {s 233(1)(d) and (e) Corporations Act} o Court can order the other shareholders to purchase the shares {Re G Jeffrey} Require the Company to institute, prosecute, defend or discontinue proceedings {s 233(1)(f) Corporations Act} o Includes proceedings against directors by company {Re Spargos Mining} Authorise a shareholder to institute, prosecute, defend or discontinue proceedings {s 233(10(g) Corporations Act} o
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