OPPRESSIVE CONDUCT OF AFFAIRS . The PPN Board is on notice that it is under increased scrutiny from its minority shareholders.
Through the PPN Action Group, our minority shareholders are increasingly becoming aware of their rights and the new ways in which they can express their concerns to the Board.
PPN's directors should remember that minority shareholders have a right to protect their interests as company members. Statutory protections against oppressive conduct is an important weapon in our armoury. . OPPRESSIVE CONDUCT OF AFFAIRS is prohibited under Part 2F of the CORPORATIONS ACT 2001
".... A number of incidents, which of themselves might be relatively trivial, when added together and superadded to significant incidents, may add up to a picture of oppression." . CORPORATIONS ACT 2001 - SECT 232 Grounds for Court order
The Court may make an order under section 233 if:
(a) the conduct of a company's affairs; or
(b) an actual or proposed act or omission by or on behalf of a company; or
(c) a resolution, or a proposed resolution, of members or a class of members of a company;
is either:
(d) contrary to the interests of the members as a whole; or
(e) oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity.
. CORPORATIONS ACT 2001 - SECT 233 Orders the Court can make
(1) The Court can make any order under this section that it considers appropriate in relation to the company, including an order:
(a) that the company be wound up;
(b) that the company's existing constitution be modified or repealed;
(c) regulating the conduct of the company's affairs in the future;
(d) for the purchase of any shares by any member or person to whom a share in the company has been transmitted by will or by operation of law;
(e) for the purchase of shares with an appropriate reduction of the company's share capital;
(f) for the company to institute, prosecute, defend or discontinue specified proceedings;
(g) authorising a member, or a person to whom a share in the company has been transmitted by will or by operation of law, to institute, prosecute, defend or discontinue specified proceedings in the name and on behalf of the company;
(h) appointing a receiver or a receiver and manager of any or all of the company's property;
(i) restraining a person from engaging in specified conduct or from doing a specified act;
(j) requiring a person to do a specified act.
. My copy of the CCH Australian Corporations Law Guide is getting a bit old now, but it contains a wealth of caselaw regarding minority shareholder oppression. .
If you are looking for a bit of real excitement around midnight on New Years Eve, you might want to go to http://www.austlii.edu.au/form/search/search1.html and type in "minority shareholder oppression".
This will bring up a few cases that will put you to sleep so quickly you will think the zookeeper has shot you in the caboose with an elephant tranquilliser dart.
The sooner PPN gets an independent and competent Board willing to act in the interests of the WHOLE company, the sooner we might see some return on our investment.
PPN Price at posting:
11.0¢ Sentiment: Buy Disclosure: Held
