Assignment attached

  • Category:
    Law
  • Document type:
    Article
  • Level:
    Undergraduate
  • Page:
    9
  • Words:
    6295

Remedies to Shareholders

SHAREHOLDER REMEDIES, DISCLOSURE AND EXTERNAL ADMINISTRATION

Question One- Remedies to Shareholders

Introduction

This question replicates a situation where a minority shareholder’s rights are not respected. It gives a scenario where the majority shareholders decide to hold the minority shareholder at ransom by relying on technicalities of procedure. A similar situation may also arise where a shareholder is not contented with the management of a company. The Corporations Act 2001 gives reprieve to such aggrieved shareholders. This paper discusses these remedies with specific reference to George’s situation.

  • Does John’s domination during board meetings breach the provisions of the Corporations Act 2001?

  • What solution does the law provide in situations where a board member’s opinions are always ignored or downplayed?

  • What is the legal effect of excluding a board member during crucial board meetings where strategies and policies are passed?

  • What remedies are available to an aggrieved shareholder?

Application

In situations where shareholders are not contented with the actions of directors or where they feel that their rights have been violates, the Corporations Act 2001 provides a number of remedies available to such shareholders. These remedies are generally geared towards safeguarding the interests of all shareholders within a corporation or company.1 Generally, directors ought to manage the affairs of a corporation in such a manner as to protect the interests of all stake holders. In the current scenario, John and Paul seem to be working together in a bid to frustrate George perhaps because together their shareholding capacity exceeds George’s. Some of the remedies available to George therefore include; derivative action, oppression remedy, winding up and statutory injunction.

The oppression remedy, as it is commonly referred to, is a remedy available to George under section 232 of the Corporations Act 2001. The law dealing with this remedy is provided for under part 2F.1 which comprises sections 232 to 235.2This remedy is commonly used in the case of oppressed minority shareholders. Situations of oppression may include; diversion of business to another business, unlawful payment of excess remuneration to other shareholders, failure to prosecute an action, unfair issue of shares, improper exclusion from participating in the management of a company, denying a shareholder access to information, oppressive conduct at board meetings and misuse of company funds.3

Section 2324 outlines situations that qualify to be classified as amounting to oppression. An action is considered oppressive if the company conducts its affairs in such a manner that is oppressive, not in line with shareholders’ interest, is not fair and in a manner that discriminates. Generally, oppression occurs where power and control are used unfairly to deny a shareholder his rights simply because his shares comprise the minority. Actions are sometimes found to be oppressive even though done lawfully. This happens when such actions result to unfair disadvantage on shareholders, especially to a level that is not commercially reasonable or at all (Hofmann, 2013).5 Such actions include; issuing of shares with the intention of over-shadowing other shareholders, excess payment to directors and failure to pay dividends without justification, usurping meetings of the company with the objective of locking out minority shareholders, unfair use of funds to benefit some and not all shareholders and exclusion of a shareholder (or representative) from the management and decision-making structures of the company.

The meaning of the word oppression was explained by Lord Cooper in Elder v. Elder & Watson Ltd.6 The court held that the conduct complained of ought to at least display a departure from the standards of their usual manner of operations as well as visible violations of the rules of fairness on which every shareholder who entrusts his money to a company is entitled to rely. In this case, the two plaintiffs were company director and manager respectively. The two were in charge of a family business. With time however, there arose serious differences between the two. The manager approached the court for relief claiming oppression. Although the suit was dismissed, Lord Cooper defined oppression to comprise a departure from the rules of fair dealing which signifies failure to comply with accepted standards of integrity and fairness. Also, it includes the disregard of the interests of other shareholders.7

Oppression can also mean actions that are burdensome, harsh or wrongful as was established in the case of Scottish Cooperative Wholesale Society v. Meyer.8 In this case, the society resolved to enter into retail business. In order to accomplish this, the society formed a subsidiary company. The directors for this subsidiary were the two respondents as well as three nominees from the society. The directors held majority of the shares. In order to function, the company required a supply of raw materials, an operating licence from Cotton Control and weaving mills. Although the company used weaving mills belonging to the company, the respondents provided raw materials and were in charge of obtaining the required licence. Over the years, the subsidiary grew mostly owing to the input from the respondents. As a result, the subsidiary was able to pay huge dividends as well as acquire more shares. There was an offer thereafter to buy more shares belonging to the respondents, to which the respondents declined. As a result the society threatened to liquidate the company. It was held that the nominee directors were guilty of oppression as their actions constituted harshness and wrongful elements as against the minority shareholders.

This Scottish decision is narrower when compared to the Australian decision in the case of Campbell v Backoffice Investments Pty Ltd.9 In this case, the court was of the opinion that the imposition of judge-made limitations on their scope was to be regarded cautiously. In response to the rule in Foss v Harbottle,10 the court ruled that sections 232 and 23311 did not require the conduct complained of to be unlawful. Also, the court allowed proceedings to be instituted by an aggrieved individual member or shareholder in a company. As such, the remedy is available to both shareholders and directors alike. This decision was a complete contrast to the earlier judicial position that the action was only available as against conduct that was lawful and continuing.

In the case of Sturgess v Dunphy,12 the Court of Appeal held that oppressive conduct need not be necessarily unlawful or done in bad faith. The court further held that the removal of a majority shareholder from directorship as constituting oppression. For instance, if a minority shareholder has a legal expectation to continue in the management of a company the removal of that shareholder from a position of management is considered as oppressive. Also, the oppressed shareholder need not be a minority shareholder. Sometimes, even a shareholder with 50% shares can be susceptible to abuse. In Patterson v Humfrey,13 the court held that there was no reason as to why a shareholder with 50% shares cannot be oppressed for the purposes of section 233 of the Act. Exclusion from the management of a company is also a ground for the oppression remedy as was set out in Hogg v Dymock.14

Once the aspect of oppression has been established, section 23315 empowers courts with discretionary powers to make a range of orders as it deems fit. Such include; an order for winding up, the modification or repeal of a company’s constitution, regulations of future company affairs, restraining a person from engaging in certain acts and many others. Section 233 merely gives examples of orders that the court can issue and as such are not limiting on the court. The court wields discretionary powers to make orders that it deems appropriate depending on the prevailing circumstances. The rule of thumb however when issuing orders under this section, is that courts ought to consider the remedy that will be least intrusive and one that will eliminate the oppression .16 As such, the variety of remedies under section 233 in effect empowers courts to deal with virtually all circumstances that may arise related to oppression. Such orders are not only limited to companies but also to shareholders, directors and fellow shareholders.

According to Boros,17 one of the aims for which courts is given such wide discretionary powers to deal with oppression in companies and corporations are so that shareholders have options other than winding up. Winding up of a company often has drastic consequences. This being the case, courts will not always be in a hurry to give an order for winding up especially if the company seems to be doing well. Section 23318 in effect gives oppressed shareholders many alternatives in place for winding up. For instance, courts may order the purchase of shares belonging to the oppressed shareholder, but at a fair price.19 The objective is to provide a range of available remedies to oppressed shareholders in the most effective way possible to suite the circumstances.

The Statutory Derivative Action (SDA) is also a remedy availed to an oppressed shareholder. This remedy allows for shareholders to institute derivative actions against a company in which they hold shares. SDA was enacted in order to expose illegal actions within a corporation’s management structure as well as try to correct situation where certain members within the management structure purport to wield more powers than others illegally. It serves to bring reprieve to those shareholders who feel side-lined. SDA is a favourable mechanism under instances where a company’s management exhibits unwillingness or inability to institute such proceedings.

Before a court can grant such an order, the plaintiff has to satisfy; That the company itself is unlikely to institute the proceedings; That the application is being instituted in good faith; That it is for the general good of the company; That the applicant is seeking leave to bring proceedings owing to the existence of serious issues to be determined; That the applicant had issued a notice of intentions to seek leave at least 14 days prior to commencing the application. Such a notice would usually contain the reasons for the intention to institute proceedings.

Owing to the unique nature of SDAs, there have generally been stringent limitations. For instance, in Foss case, it was established that the courts will not meddle in the internal management of companies that are well inside the boundaries of their mandate. However, a party seeking to institute these proceedings has to satisfy the conditions stipulated above. In terms of good faith, the court determined in Swansson v Pratt20that ‘good faith’ is more of a question of fact as to the motives of the applicant in bringing up the suit. This raises two interrelated issues. First, is the burden of establishing whether the applicant has a cause that is good? Also the ‘reasonableness test’ is applied in determining whether or not the case has chances of succeeding. The second issue relates to whether or not such an applicant is disguising behind good cause leading to an abuse of the process. Ultimately, these remedies are all available to George in order to address the oppressive conducts currently working against him.

Conclusion

George can take refuge in the protection mechanisms guaranteed under the Corporations Act 2001. Oppression, especially of minority shareholders has been a common occurrence within companies and corporations. Through SDA’s and the Oppression remedy, shareholders who find themselves in George’s situation have the option of approaching the courts for reprieve. As discussed, the courts have been empowered and wield discretionary powers to protect companies and their stakeholders.

Question 2 Disclosure

Introduction

Publico Limited mining company has found itself in issues related to fundraising through the issuing of shares to the public. The situation at hand deals with the disclosure requirements before a company can offer securities to the public. Before discussing the disclosure requirements, it is important for Publico Limited Company to understand the process involved in offering securities to the public for investment. This process is provided for under section 717.21 The first step involves the preparation of disclosure documents. The disclosure documents and their requirements are discussed in the paragraphs below. The important aspects to note here are that the disclosure documents must have the consent of the directors, must not be defective or contain misleading information and must be dated. These documents are then lodged with the ASIC for inspection and approval. Upon approval of the disclosure documents, Publico will now be free to offer the shares to the public. Once the company has received the funds, these funds are held in trust until the shares have been issued, transferred or the funds returned back to applicants as the case may be.

  • What disclosure documents are necessary before the sale of securities can take place?

  • Is the offer of $1 million in shares to Mary Rothschild by the managing director tenable under the law?

  • What requirements must disclosure documents satisfy before they can be relied upon to offer securities to the public?


  • What are the ramifications of Publico Company’s offer of shares to shareholders?

Application

Section 71722 provides for the procedure that Publico Limited Company should follow in offering their shares to the public for investment. Before Publico can make an offer to Mary Rothschild, the company must prepare and lodge disclosure documents. The importance for disclosure in public financing was articulated in Cadence Asset Management Pty Ltd v Concept Sports Ltd.23 In this case, the court opined that when shares are created and offered to the public, those invited to invest need to be accorded an opportunity of knowing the worth of such investments so that they can have the opportunity of enquiring by themselves and be able to make informed decisions.24 The disclosure process is therefore very important and essential and more especially the lodging of these documents as required under section71825 of the Act.

Part 6D of the Corporations Act 2001 (the Act) provides guidelines on the requirements and regulations governing fundraising in Australia in the case of companies. Part 6D.2 makes provisions for the disclosure requirements before fundraising can begin. Before any offer can be made to the public, the issuing company must inform the public about the contents of the offer as required under section 704 of the Act. In order to do this, Publico Ltd Company needs to prepare and lodge with the Australian Securities & Investments Commission (ASIC) the following documents; a prospectus, an offer information statement, a profile statement and a two-part simple corporate bond prospectus.

A prospectus is one of the commonest security information documents. The contents of a prospectus are laid out in section 710 &711 of the Act. Further, Section 710(1) (a) & (b) require that a prospectus should contain such information; only to the extent that those intending to invest would require for purposes of making informed decisions concerning the securities; and only if the information is known to a knowledgeable person or can be reasonably obtained by the knowledgeable person by making enquiries. Under the provisions of Section 711 (1) & (2) of the Act, Publico Ltd must ensure that the prospectus discloses a number of mandatory information including: the terms and conditions of the offer as well as information on interests and fees due to directors or proposed directors, a professional giving expert advice contained in the prospectus, directors or persons responsible for securities that happen to be interests in a managed scheme, a promoter to the body as well as the stockbroker or underwriter. A prospectus may be used to offer shares as long as there is: neither a restriction on the amount to be raised nor a restriction on the manner in which the shares can be used (ACCC, 2015). Under the provisions of sections 710, 711 & 712 of the Act, Publico may elect to issue a short form prospectus which gives reference to information already lodged with the ASIC. Section 713 as read with section 711 provides for a transaction-specific prospectus that adopts special content rules for continuously quoted securities. Publico must ensure it complies with section 711(7) of the Act

An offer information statement is required under section 715.26 This one is appropriate for Publico Ltd Company as it is only used if the company intends to raise an aggregate amount of $10 million. In compliance with section 715(1) of the Act, Publico Ltd must ensure that their offer information statement discloses all the information required. A report indicating the company’s financial position of at least 6 months old usually accompanies an offer information statement.27

The profile statement, as provided for under section 714 of the Act, is a document that key limited information about the company and the offer. It is a much shorter information document and it is usually prepared in addition to the prospectus.28 Under section 709(3) of the Act however, a profile statement can only be used with the approval of the ASIC.

The requirement for a two-part simple corporate bond prospectus is provided for under sections 713C, 713D and 713E of the Act. It contains a base prospectus and an offer-specific prospectus. The base prospectus has a 3-year life and contains information about the issuer which is not likely to change in the next 3 years.29 The offer-specific prospectus then contains details of every individual offer and any other additional information.30 In order for these documents to be considered as disclosure documents, they must be lodged with the ASIC. In the case of Blaze Asset Pty Ltd v Target Energy Ltd,31 the court held that a document cannot be considered to have been lodged until it has been accepted by ASIC. Therefore, if Publico Limited, lodges disclosure documents with ASIC, they will have to wait until the documents have been verified and accepted before they can attempt any fundraising. Also, whenever the ASIC is of the opinion that a disclosure document does not comply with the law, section 739 of the Act empowers the Commission to take measures of ensuring the fundraising does not take place.32

In terms of the disclosure information, section 273(3)33 empowers the ASIC to extend the exposure period to allow the Commission to scrutinize the disclosure documents lodged by a company. Publico must also ensure that it complies with section 716 of the Act by ensuring that all the lodged disclosure documents bear the date on which they were lodged with the ASIC. In addition to prohibiting the offer of shares before lodging disclosure documents, section 736 of the Act prohibits hawking of securities. In that regard, Section 736 (1) (a) & (b)34 prohibits the offer or sale of securities during an unsolicited meeting with a person or through the phone. These provisions effectively prohibit the events of July 3rd where the managing director of Publico Limited Company offered to Mary Rothschild the sales of shares worth $1 million over lunch. Section 700 of the Act regards offers to include invitations as well as the distribution of application forms. The exceptions to these conditions are contained in section 736 (2) (a)-(d)35 to the effect that the prohibition does not apply if; the offer is exempted from disclosure documents by virtue of subsections 708(8) & (10) of the Act, the offer does not require disclosure documents because of the professional investor exemption stipulated in subsection 708(11) of the Act, an offer of listed securities is made telephonically by a licenced securities dealer and if the offer is made to a client by a licenced dealer with whom the client has previously dealt with within the preceding 12 months.

Section 728 of the Act prohibits the offer of securities under disclosure documents that are either deceptive in nature or contains misleading information. In the case of Fraser v NRMA Holdings Limited,36 the court held that the duty to disclosure information arises from the directors’ fiduciary duty. The court also held that the directors must not ignore relevant information and that such information must not be deceptive or misleading. The court opined that there is need to make a full and fair disclosure in such a manner that a reasonable person would not be confused. The court also opined that where complex information is involved, it would be okay to select information in a realistic and reasonable manner as to assist in understanding the nature of the securities being offered.

Lastly, section 72937 provides a reprieve schedule for persons to be held responsible in case of a dissatisfied investor owing to a disclosure document that contravenes the provisions of section 728(10 of the Act while section 737 provides remedy options for investors.

Conclusion

Before Publico Company can attempt to sell its securities to the public, it must comply with all the requirements regarding disclosure documents. This process is governed by the Australian Securities & Investments Commission which has provided a detailed guide on the procedure to be followed. The paper has discussed the various documents that must be lodged with the ASIC. The paper has also discussed the threshold that such documents must meet before they can be lodged with the ASIC for approval. The paper has also discussed the importance of these documents containing information that is not deceptive or misleading. The ramifications of offering securities to the public without lodging disclosure documents have also been discussed.

Question Three External Administration

Introduction

The term ‘external administration’ is a term used to refer to all forms of insolvency arrangements. A company is deemed to be insolvent if it is unable to service its debts as and when they become due. External administration provides options for companies that are no longer able to pay up their creditors.38 As such, it is not only poised at securing the interests of creditors. It also attempts to salvage a company from a worst case scenario where it is forced to finally shut down. Some of the arrangements available to insolvent companies are there to try and assist companies deal with their creditors and regain solvency where possible. The Corporations Act 2001 provides for four main types of external administration which are available to Josh Smith. They include; Scheme of arrangement, receivership, voluntary administration and liquidation.

  • What are the various options available for companies that are forced to resort to external administration?

Application

Scheme of Arrangement

This form of external administration is provided for under Part 5.1 of the Act.39 Under the Act there are two main forms of Scheme of Arrangement: shareholders’ scheme and creditor’s scheme. The shareholders scheme is usually used by a company that wishes to restructure or form alliances with other companies. Creditor’s scheme on the other hand can be relied on if the company wishes to negotiate with creditors. It is one of the voluntary schemes available to a debtor company. This procedure can be used to implement a range of processes including demergers, re-domiciliation, demutualisation, and many others (Boros, 2013).40 In the BlueFreeway Limited41 case for instance, a scheme of arrangement was used to buy out the securities of the lessor portfolio.

Primarily, this is a process that supervised by the courts. Schemes of arrangements are binding agreements which are approved by the courts and which the restructuring of the rights and liabilities of members and creditors of a company.42 The scheme therefore allows the company to re-organize its capital structure in such a manner as to accomplish a desired financial realization, while at the same time appealing to prospective bidders. As such, it is a legal process initiated by the company voluntarily hence it is a platform for a friendly ‘takeover’ by a successful bidder. It usually also affects mergers and acquisitions while also alter the rights of shareholders and creditors.

Under this system, there are transfer schemes and cancellation schemes. In transfer schemes, all the shares in the debtor company are acquired by the successful bidder who then pays out either cash or furnishes security or a consortium of both.43 It is one of the favourite scheme arrangement procedures in Australia. Under the cancellation scheme, all the shares in the debtor company are simply cancelled, but the bidder still pays either cash or furnishes security or a consortium of both. In either case, the procedure begins with obtaining a court order under Section 411(1)44 for the various parties to attend a meeting for the discussion of proposals. The process requires that shareholders pass resolutions that will then legalise the commencement of the necessary processes.

In order for the process to be complete, there must be a range of documents including a confidentiality agreement.45 The confidentiality agreement is made between the prospective bidder and the debtor company, with the aim of protecting the secrecy of deliberations. The implementation deed contains the agreed upon items for effecting the process. The scheme booklet is an information document prepared for shareholders by the debtor company, which explains to them the effects of the process. The expert’s report examines the viability of the proposed scheme, and assesses the fairness and reasonableness of the scheme for the good of stakeholders. The scheme of arrangement is the main document containing the agreed deliberations agreed between the bidder and the debtor company and which will be subject to approval by the courts. The deed poll is a promise made by the bidder in respect to servicing his obligations in the whole process.

The main advantage of this arrangement is that the successful bidder is bound by his undertakings hence all the creditors’ rights captured by the scheme are taken care of. Also, the scheme is an agreement hence provides for a less volatile and friendly approach to debt settlement. The main disadvantage is that the process is costly because it involves many court procedures. Court procedures are usually stringent although binding. As such it presents a complex, expensive and relatively slow process.

Receivership

This system involves the appointment of a receiver, who salvages the debtor company in order to settle creditors’ claims. This is done with the aim of obtaining a return on a secured creditor’s investment. Receivership is governed under Part 5.2 of the Act. A company goes into receivership once a receiver has been appointed either by a secured creditor or by the court, with the purpose of administering part or all the assets of the insolvent company (McGee, 2014).46 A receiver’s power therefore depends on the nature and basis of their appointment. Usually, the agreement between a company and a secured creditor bestows upon the secured creditor extensive powers to realize their investment in case of a default by the company. It is a favourite method used by banks.

The major role of a receiver is to secure the financial interests of the secured creditor. As such, the receiver takes charge of the company’s properties and sells them subject to the security. Thereafter, the receiver then uses the proceeds of the sale to settle the secured creditor’s claims. The receiver can only deal with the properties over which security is allowed by the lending instruments. The powers of a receiver as stipulated under section 420 (2)47 include; to enter into and exercise control over property of the insolvent, lease, hire or sell the property, to grant options over the property, to use the property as security to borrow money, to insure the property, to repair, renew or enlarge the property and many others.

Unfortunately, a receiver does not owe shareholders any duty of care. Also, shareholders are disadvantaged here because preference is given to secured creditors when it comes to settlement of the debts. They therefore have to ‘wait their turn’ as secured creditors take priority. The receiver’s duty lies with the secured creditor. Section 420A48 puts the receiver under a general duty of care when exercising the power of sale. The measure of the duty of care is based on “reasonableness”. Section 422 requires the receiver to report any breach of duties that he may uncover during the period of receivership. Section 433 of the Act also requires the receiver to settle the debts according to their level of priority.

Voluntary Administration

As the name suggests, is aimed at coming up with a workable solution for an insolvent company to settle its creditors. It involves the appointment of an administrator who then takes over the operations of the company albeit for a limited period of time. Because this is a voluntary measure, the administrator is ordinarily appointed by the company directors, liquidator or secured creditor. The major objective and effect of this system is that it helps expand the chances of the insolvent company remaining in business while at the same time manage to sort of ‘trade out of trouble’ while under the control of the administrator.49 It therefore allows viable companies to avoid the much dreaded winding up that would otherwise shut down operations and bring the company’s operations to a halt. It therefore safeguards the employment of company employees. Also, it gives creditors the option either to wind up or continue with trading. It is also advantageous because it generally gives the company a ‘second chance’. Part 5.3A of the Act deals with this system of external administration.

Section 436A of the Act empowers the company board to appoint an administrator through a resolution. Further, section 436A (1) (a)50 places a pre-condition to the resolution and requires that such board must be of the opinion that the company is insolvent or will be soon. Upon appointment of an administrator, a statutory moratorium is entered into which effectively protects the company against any further claims thus giving the company an opportunity to salvage itself.

Liquidation (winding up)

Liquidation is perhaps the most drastic of all the external management systems available under the Act for use by insolvent companies. This is because under this system, the result is that an insolvent company will be de-registered and will cease to exist as a company. In the Re Partridge case,51 the court held that the liquidator’s role is to collect and dispose the properties of the company, and then use the proceeds to settle creditors’ claims as guided by the company rules.52 The usual outcome of this system is that creditors receive only partial re-imbursement from the debts owed to them by the insolvent company. Once all the available funds have been shared amongst the creditors, the liquidator then de-registers the company.53 Once a liquidator has obtained funds, he will then require proof of debts from creditors in order to facilitate the payment process.

Part 5.4B54 of the Act makes provisions for winding up of an insolvent company. Liquidation can either be compulsory or voluntary. Compulsory liquidation comes as a result of a court order upon successful application for such an order under sections 459P, 462 and 464 of the Act as well as under section 461(1) (k). Voluntary liquidation on the other hand is effected upon members voluntarily passing a resolution to wind up as governed by section 495(1).55 Once such an order is issued, there is a moratorium against unsecured creditors except with permission of the liquidator or the court.56 Once a court is satisfied, it will issue an order for winding up, effectively bringing the company to an end.

Question Three 2(a)

In light of the above, it is clear that Josh sold the three funeral parlours to Rodney in a manner that suggests that he was running away from his obligations under the loan agreements with North Bank. The liquidator has an option to file a suit for the recovery of the three parlours from Rodney then sell them to settle secured creditors such as North Bank.

Question Three 2(b)

As opposed to North bank, Karl is an unsecured creditor to whom the company owes $ 5000 being a balance from the $5000 that had already effected as payment for the $10000 owed to Karl. The liquidator will require Karl to furnish proof of the $10000 owed to him by the company. Afterwards and once funds are available, the liquidator can settle Karl’s balance once secured creditors have been paid and subject to availability of remaining funds.

Conclusion

The paper has explored the various types of external administration available to insolvent companies. Josh smith can opt for either voluntary administration, Receivership, Winding up or enter into schemes of administration. The paper has discussed each of these options giving the advantages and disadvantages of each. The paper has also discussed the implications of each of these options to the company, directors and shareholders. The paper has also discussed situations that require the direct involvement of courts depending on the type of option selected. The paper has also unveiled that some of the types of external administration actually give insolvent companies a ‘second chance’ at settling its debts and entering business again.

References

Blaze Asset Pty Ltd v Target Energy Ltd [2009] FCA 698.

Cadence Asset Management Pty Ltd v Concept Sports Ltd (2005) 55 ACSR 145.

Campbell v Backoffice Investments Pty Ltd [2009] HCA 29.

Elder v. Elder and Watson Ltd (1952) S.L.T. 112.

Foss v Harbottle (1843) 67 ER 189

Fraser v NRMA Holdings Ltd (1995) 127 ALR 543.

Hogg v Dymock (1993)

In the matter of BlueFreeway Limited (No.2) [2009] FCA 708.

Patterson v Humfrey [2014] WASC 446.

Re Partridge; Ex parte McDonald (1961) 61 SR NSW 622.

Scottish Cooperative Wholesale Society v. Meyer (1959) AC 324.

Sturgess v Dunphy (2014) NZCA 110.

Swansson v Pratt (2002) 20 ACLC 1594.

Australian Competition and Consumer Commission (ACCC). “The sharing economy and the competition and Consumer Act.» 2015.

Australian Securities & Investment Commission Regulatory Guide 254. March, 2016.

Australian Securities Exchange (ASX). “Capital Raising in Australia: Experiences and lessons from the Global Financial Crisis.” 2013.

Braydon Heape. “Oppression proceedings and trust remedies: What are the limits?” 31 Company & Securities Law Journal, 320-331. 2013.

C. Anderson. “Commencement of the Part 5.3A Procedure: Some considerations from an economics and Law perspective.” 9 Insolvency Law Journal 4. 2012.

Elizabeth Boros. “Minority shareholders remedies.” Clarendon Press, 2013.

Friedman Saul. “Voluntary administration: Use and Abuse. 15(2) Bond Law Review 17.2013.

Hofmann Melisa. “The statutory derivative action in Australia: An empirical review of its use and effectiveness in Australia in comparison to the United States, Canada and Singapore.” 2013.

I.M. Ramsay. “An empirical study of the use of the oppression remedy”. 27 Australian Business law Review 23. 2012.

Lyons Kevin. “The sharing Economy. Issues, impacts and regulatory responses in the context of NSW visitor economy.” September, 2015.

McGee Abraham. Exit mechanisms in corporate law. Company Financial and Insolvency Law Review 3 (52). 2014.

Morrison David and Anderson Colin. “External Administration in times of Financial Uncertainty.” 2014.

NSW Business Chamber. “Policy principles to foster the Sharing economy in NSW.” 2016.

R.P. Austin and I.M. Ramsay. “Ford’s principles of corporations law.” 2013.

Richard Brockett. “The valuation of a minority shareholdings in an Oppressive context- A contemporary review.” 24 Bond law review 2, 100-121. 2013.

1
R.P. Austin and I.M. Ramsay. “Ford’s principles of corporations law.” 2013

2
Corporations Act 2001.

3
McGee Abraham. Exit mechanisms in corporate law. Company Financial and Insolvency Law Review 3 (52). 2014. At pg 40.

4
Corporations Act 2001.

5
Hofmann Melisa. “The statutory derivative action in Australia: An empirical review of its use and effectiveness in Australia in comparison to the United States, Canada and Singapore.” 2013. at pg 56.

6
(1952) S.L.T. 112

7
Braydon Heape. “Oppression proceedings and trust remedies: What are the limits?” 31 Company & Securities Law Journal. 2013. at pg 322.

8(1959) AC 324.

10
(1843) 67 ER 189

11
Corporations Act 2001

12
(2014) NZCA 110

13
[2014] WASC 446

14
(1993) 11 ACR 14

15
Corporations Act 2001

16I.M. Ramsay. “An empirical study of the use of the oppression remedy”. 27 Australian Business law Review 23. 2012. at pg 321.

17
Elizabeth Boros. “Minority shareholders remedies.” Clarendon Press, 2013. at pg 78

18
Corporations Act 2001

19
Richard Brockett. “The valuation of a minority shareholdings in an Oppressive context- A contemporary review.” 24 Bond Law Review 2. 2013. At pg 108

20
(2002) 20 ACLC 1594.

21
Corporations Act 2001

22
Corporations Act 2001

23
55 ACSR 145

24
Lyons Kevin. “The sharing Economy. Issues, impacts and regulatory responses in the context of NSW visitor economy.” 2015.

25
Corporations Act 2001

26
Corporations Act 2001

27
Australian Securities & Investment Commission Regulatory Guide 254. 2016.

28
Australian Securities Exchange (ASX). “Capital Raising in Australia: Experiences and lessons from the Global Financial Crisis.” 2013.

30
Ibid No. 28

32
Ibid No. 28 at pg 9

33
Corporations Act 2001.

34
Corporations Act 2001

35
Corporations Act 2001

36
(1995) 127 ALR 543

37
Corporations Act 2001

38
Heape, B. “Oppression proceedings and trust remedies: What are the limits?” 31 Company & Securities Law Journal. 2013. At pg 322

39
Corporations Act 2001

40
Boros, E. “Minority shareholders remedies.” Clarendon Press, 2013.

41
(No.2) [2009] FCA 708

42
Ramsay, I.M. “An empirical study of the use of the oppression remedy”. 27 Australian Business law Review 23. 2012. At pg 226

43
Hofmann, M. “The statutory derivative action in Australia: An empirical review of its use and effectiveness in Australia in comparison to the United States, Canada and Singapore.” 2013.

44
Corporations Act 2001

45
R.P. Austin and I.M. Ramsay. “Ford’s principles of corporations law.” 2013.

46
McGee, A. Exit mechanisms in corporate law. Company Financial and Insolvency Law Review 3 (52). 2014.

47
Corporations Act 2001

48
Corporations Act 2001

49
Friedman, S. “Voluntary administration: Use and Abuse. 15(2) Bond Law Review 17.2013.

50
Corporations Act 2001

51
(1961) 61 SR NSW 622.

52
Morrison, D. and Anderson, C. “External Administration in times of Financial Uncertainty.” 2014.

53
Anderson, C. “Commencement of the Part 5.3A Procedure: Some considerations from an economics and Law perspective.” 9 Insolvency Law Journal 4. 2012. At pg 40

54
Corporations Act 2001

55
Corporations Act 2001

56
Anderson, C. “Commencement of the Part 5.3A Procedure: Some considerations from an economics and Law perspective.” 9 Insolvency Law Journal 4. 2012. At pg 43

0