"The Corporations Act 2001 provides far-reaching remedies for oppressed minority shareholders ....
While minority shareholders often have little or no ability to influence the affairs of a company, directors must nonetheless act fairly between shareholders and ensure their decisions promote the interests of the company and shareholders generally, not just the majority.
Directors who fail to do so risk not only breaching their statutory duties, they also risk engaging in oppressive conduct. This can give rise to far-reaching remedies that can have a significant effect on the company and its shareholders."
Directors’ duties and oppression
Oppressive conduct can occur even if the directors of the company have complied with their duties. However, breach of directors’ duties will often go hand in hand with oppressive conduct, particularly the breach of the duties under sections 181 to 183 of the Corporations Act:
To act in the best interests of the company as a whole (section 181);
Not exercise a power to gain an advantage for the director or someone else (section 181); and
Not to misuse company information to gain an advantage for the director or someone else (section 183).
The statutory duty to exercise powers in good faith and in the best interests of the company requires directors to act in the best interests of the company as a whole, being the best interests of all shareholders as a general body.
In practice, shareholders (or groups of shareholders) can have different or competing interests and it can be difficult or impossible for directors to act in a way that will satisfy everyone.
While many decisions of the board may have little or no direct effect on individual shareholders, some steps, such as to institute capital raisings or share buy-backs, or the appointment or removal of directors, have the potential to directly affect individual shareholder interests.
Any act that prefers or advantages the interests of one set of shareholders (or the directors) over the shareholders as a whole has the potential to breach the directors’ duties and to fall within section 232 of the Corporations Act.
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