Oppression and directors' duties

Allowing an appeal by the Australian Securities and Investments Commission (ASIC) by special leave, the High Court held that paragraph (b)(ii) of the definition of "officer" in section 9 of the Corporations Act 2001 (Cth) does not require a person to hold or act in a recognised office, and restored the primary judge's orders against a parent company's chief executive as an officer of a group company that was a responsible entity.

High Court of Australia, 11 March 2020

Allowing an appeal by the Australian Securities and Investments Commission (ASIC) by special leave, the High Court held that paragraph (b)(ii) of the definition of "officer" in section 9 of the Corporations Act 2001 (Cth) does not require a person to hold or act in a recognised office, and restored the primary judge's orders against a parent company's chief executive as an officer of a group company that was a responsible entity.

High Court of Australia, 11 March 2020

Dismissing, save on the procedure for fixing penalty, an appeal against civil penalty declarations, disqualification orders and penalties for contraventions of sections 232 and 243ZE of the Corporations Law, the New South Wales Court of Appeal held that the proceedings, begun under that Law, were validly continued under the Corporations Act 2001 (Cth); that a non-director was an officer because he was concerned in the company's management; that the finding of a failure to act honestly stood even on a subjective test; and that the shareholders' post-judgment ratification was ineffective, in part because shareholders could not ratify contraventions of civil penalty provisions, but it remitted the matter for a separate hearing on penalty.

Court of Appeal, Supreme Court of New South Wales, 7 December 2004

Allowing a company president's appeal in civil penalty proceedings by the Australian Securities and Investments Commission (ASIC), the New South Wales Court of Appeal held that, even on ASIC's case that he deliberately left a proxy poll paper unsigned, he voted as chair under section 250A of the Corporations Law because the paper showed an intention to vote that was given effect when the votes were counted; that no breach of section 232 could be found, under section 232(6) because a purpose of personal advantage was not open on the evidence and under section 232(2) because the case as pleaded and conducted gave no basis for treating his handling of the proxies as a director's duty; and that a want of care finding under section 180(1) about draft board minutes could not stand, so the proceedings were dismissed.

Court of Appeal, Supreme Court of New South Wales, 10 July 2003

Allowing an appeal from the New South Wales Court of Appeal, the High Court held that under the Corporations Act 2001 (Cth) a responsible entity's performance of an obligation to redeem in the terms of issue of a class of units, not dependent on any act of the member, was not a withdrawal regulated by Part 5C.6.

High Court of Australia, 14 May 2014

In an oppression proceeding under the Corporations Act 2001 (Cth), the Victorian Court of Appeal refused leave to appeal from a trial judge's refusal to adjust a buy-out price for payments that the applicant first relied on for that purpose in closing submissions, without pleading that use.

Court of Appeal, Supreme Court of Victoria, 20 May 2026

In an oppression proceeding under the Corporations Act 2001 (Cth), the Victorian Court of Appeal refused leave to appeal from a trial judge's refusal to adjust a buy-out price for payments that the applicant first relied on for that purpose in closing submissions, without pleading that use.

Court of Appeal, Supreme Court of Victoria, 20 May 2026

The High Court dismissed an appeal from the Full Federal Court, holding that the Premium Income Fund's constitution, read with the Corporations Act 2001 (Cth) (the Act), did not empower its responsible entity to distribute scheme property in specie to members outside a winding up.

High Court of Australia, 5 November 2014

The High Court dismissed an appeal from the Full Federal Court, holding that the Premium Income Fund's constitution, read with the Corporations Act 2001 (Cth) (the Act), did not empower its responsible entity to distribute scheme property in specie to members outside a winding up.

High Court of Australia, 5 November 2014

The Victorian Court of Appeal granted leave to appeal and allowed an appeal against an order setting aside a statutory demand, holding that evidence of a unit holder's loss on the conversion of its units, without more, did not show an offsetting claim for breach of the duty under the Corporations Act 2001 (Cth) to treat classes of members fairly.

Court of Appeal, Supreme Court of Victoria, 9 February 2026

The Victorian Court of Appeal granted leave to appeal and allowed an appeal against an order setting aside a statutory demand, holding that evidence of a unit holder's loss on the conversion of its units, without more, did not show an offsetting claim for breach of the duty under the Corporations Act 2001 (Cth) to treat classes of members fairly.

Court of Appeal, Supreme Court of Victoria, 9 February 2026

On an appeal by special leave from the New South Wales Court of Appeal, the High Court unanimously held that the power in section 1322(4)(a) of the Corporations Act 2001 (Cth) to declare an act not invalid was available for an appointment purportedly made under the article for continuing directors by a person whose own appointment had lapsed nearly thirty years earlier, and remitted whether to make the order and to wind up the company.

High Court of Australia, 1 May 2013

On an appeal by special leave from the New South Wales Court of Appeal, the High Court unanimously held that the power in section 1322(4)(a) of the Corporations Act 2001 (Cth) to declare an act not invalid was available for an appointment purportedly made under the article for continuing directors by a person whose own appointment had lapsed nearly thirty years earlier, and remitted whether to make the order and to wind up the company.

High Court of Australia, 1 May 2013

Allowing appeals by special leave by Fortescue Metals Group Ltd and Mr Forrest, its chairman and chief executive at the time, the High Court held that Fortescue's 2004 and 2005 statements about agreements with Chinese state-owned companies, which it had announced in 2004 as binding contracts, were not shown to be misleading or deceptive under the Corporations Act 2001 (Cth), so the continuous disclosure claims against Fortescue and the claim that Mr Forrest breached his duty of care and diligence as a director also failed.

High Court of Australia, 2 October 2012

Allowing appeals by special leave by Fortescue Metals Group Ltd and Mr Forrest, its chairman and chief executive at the time, the High Court held that Fortescue's 2004 and 2005 statements about agreements with Chinese state-owned companies, which it had announced in 2004 as binding contracts, were not shown to be misleading or deceptive under the Corporations Act 2001 (Cth), so the continuous disclosure claims against Fortescue and the claim that Mr Forrest breached his duty of care and diligence as a director also failed.

High Court of Australia, 2 October 2012

On an appeal by special leave, a majority of the High Court held that under the Companies Act 1961 (NSW) shares that the company's articles made redeemable and gave priority as to capital over ordinary shares it could issue were redeemable preference shares even though the company never issued any ordinary shares, and the Court unanimously dismissed the appeal.

High Court of Australia, 1 May 2013

The High Court dismissed appeals from the Full Court of the Federal Court, holding by majority that a shareholder's statutory claim against a company for non-disclosure and misleading conduct alleged to have induced his on-market purchase of its shares was provable under the company's deed of company arrangement and was not postponed under section 563A of the Corporations Act 2001 (Cth) as a debt owed to him as a member.

High Court of Australia, 31 January 2007

On appeals from the Full Court of the Federal Court, the High Court unanimously allowed the appeals, holding that section 730 of the Corporations Law empowered the Australian Securities and Investments Commission to modify the takeover provisions so that a successful bidder could compulsorily acquire shares issued on the exercise of options after the offer period.

High Court of Australia, 10 February 2000

On appeals remitted by the High Court, the New South Wales Court of Appeal held that the trial judge erred in fixing the penalties of seven former non-executive directors of James Hardie Industries Ltd under the Corporations Act 2001 (Cth) by taking the former chief executive's notional penalty as the comparator without analysing the differences between their cases, and substituted shorter disqualifications and smaller pecuniary penalties, lighter again for the two who joined the meeting by telephone, whose claim for relief from liability failed.

Court of Appeal, Supreme Court of New South Wales, 12 November 2012

Allowing a company president's appeal in civil penalty proceedings by the Australian Securities and Investments Commission (ASIC), the New South Wales Court of Appeal held that, even on ASIC's case that he deliberately left a proxy poll paper unsigned, he voted as chair under section 250A of the Corporations Law because the paper showed an intention to vote that was given effect when the votes were counted; that no breach of section 232 could be found, under section 232(6) because a purpose of personal advantage was not open on the evidence and under section 232(2) because the case as pleaded and conducted gave no basis for treating his handling of the proxies as a director's duty; and that a want of care finding under section 180(1) about draft board minutes could not stand, so the proceedings were dismissed.

Court of Appeal, Supreme Court of New South Wales, 10 July 2003

On a director's appeal against declarations that he contravened section 588G of the Corporations Act 2001 (Cth) and against his ten-year disqualification, the New South Wales Court of Appeal held that a quantum meruit liability for work done at the company's request is a "debt" for that section and dismissed the appeal with costs.

New South Wales Court of Appeal, 22 December 2009

Dismissing, save on the procedure for fixing penalty, an appeal against civil penalty declarations, disqualification orders and penalties for contraventions of sections 232 and 243ZE of the Corporations Law, the New South Wales Court of Appeal held that the proceedings, begun under that Law, were validly continued under the Corporations Act 2001 (Cth); that a non-director was an officer because he was concerned in the company's management; that the finding of a failure to act honestly stood even on a subjective test; and that the shareholders' post-judgment ratification was ineffective, in part because shareholders could not ratify contraventions of civil penalty provisions, but it remitted the matter for a separate hearing on penalty.

Court of Appeal, Supreme Court of New South Wales, 7 December 2004

The Victorian Court of Appeal granted leave to appeal but dismissed appeals from a winding up order and the dismissal of an oppression claim under the Corporations Act 2001 (Cth), holding that the good faith and reasonable endeavours clauses in the shareholders' deed, read against the parties' common understanding that the majority shareholder would keep its own competing business, did not stop it competing with the company, and that its competition and steps to protect its business were not oppressive.

Court of Appeal, Supreme Court of Victoria, 19 December 2018

In the Supreme Court of Victoria, Mandie J dismissed an application under section 237 of the Corporations Act 2001 (Cth) by persons said to be directors and shareholders for leave to sue four banks on behalf of two companies in receivership, because he was satisfied neither that there was a serious question to be tried nor that the applicants were acting in good faith.

Supreme Court of Victoria, 2 December 2005

The Supreme Court of Victoria refused a creditor's urgent application for an interlocutory injunction to stop a liquidator completing a sale of a company's winery, pending a challenge under section 600B of the Corporations Act 2001 (Cth) ('the Act') to a creditors' resolution for winding up, finding a serious, though not particularly strong, question to be tried, a balance of convenience very strongly against the injunction and the renewal of an application already refused in New South Wales weighing heavily in the Victorian court's discretion.

Supreme Court of Victoria, 8 December 2005

The Supreme Court of Victoria refused a creditor's urgent application for an interlocutory injunction to stop a liquidator completing a sale of a company's winery, pending a challenge under section 600B of the Corporations Act 2001 (Cth) ('the Act') to a creditors' resolution for winding up, finding a serious, though not particularly strong, question to be tried, a balance of convenience very strongly against the injunction and the renewal of an application already refused in New South Wales weighing heavily in the Victorian court's discretion.

Supreme Court of Victoria, 8 December 2005

On a creditor's application relying on section 461(1)(k) of the Corporations Act 2001 (Cth), the Supreme Court of Victoria held that Global Communications Technologies Pty Ltd, a deregistered company, should be reinstated and immediately wound up, because if not wound up at once it would on reinstatement have no officers, with no basis for believing that could be remedied.

Supreme Court of Victoria, 7 November 2005

On a creditor's application relying on section 461(1)(k) of the Corporations Act 2001 (Cth), the Supreme Court of Victoria held that Global Communications Technologies Pty Ltd, a deregistered company, should be reinstated and immediately wound up, because if not wound up at once it would on reinstatement have no officers, with no basis for believing that could be remedied.

Supreme Court of Victoria, 7 November 2005

In a Supreme Court of Victoria trial, Mandie J said a charge Carsten Pty Ltd gave Thirteenth Corp Pty Ltd, serving only Thirteenth Corp's interests, would be set aside as contrary to the interests of Carsten's members, and that Carsten would be wound up under the Corporations Act 2001 (Cth).

Supreme Court of Victoria, 3 February 2006

In the Practice Court of the Supreme Court of Victoria, Maxwell P dismissed a creditor's appeal from a Master, setting aside a notice to produce that listed documents not referred to in the affidavits it specified, was fishing and was too wide and oppressive, and dismissing as an abuse of process a winding up application for insolvency that was bound to fail [27], [34], [44], [46].

Supreme Court of Victoria, 20 June 2007

In the Supreme Court of Victoria, Dodds-Streeton J dismissed an appeal from a Master's order winding up a company in insolvency, holding that a company which has not applied to set aside a statutory demand needs leave to oppose the winding up on the ground that the specified debt is not due and payable, and cannot avoid that requirement by contending that the demand is a nullity [113], [115], [173].

Supreme Court of Victoria, 15 September 2006

In the Supreme Court of Victoria, Gillard J allowed an appeal from a Master on an application to reinstate a deregistered company under section 601(AH)(2) of the Corporations Act 2001, holding that the first and third plaintiffs were aggrieved persons and that it would be just that the company's registration be reinstated [2], [111].

Supreme Court of Victoria, 11 August 2006

In the Commercial List of the Supreme Court of Victoria, Whelan J concluded that a deed administrator to whom a chargee agreed to assign shares, in contravention of pre-emption and disposal restrictions in the company's constitution and shareholders' agreement, has an equitable proprietary interest in them, subject to deferred issues, with his relief left undetermined [76], [101], [103].

Supreme Court of Victoria, 6 October 2005

In the Supreme Court of Victoria, Dodds-Streeton J held on an originating motion that a director's letter after a board meeting had closed validly required reconsideration under the deadlock clause (sub-clause 13.1) of the Pacific National shareholders' agreement, because the clause did not require the initial meeting to be adjourned and allowed minor amendments leaving the resolution's substantive subject matter unchanged [6], [34], [104], [133], [134], [136], [137].

Supreme Court of Victoria, 3 October 2005