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OPPRESIVE CONDUCT - Coggle Diagram
OPPRESIVE CONDUCT
Example of Oppressive Conduct
Diversion of Business Opportunities
Director or Majority members of company divert business opportunities to themselves or company that they control
Cases - Re Bright Pine Mills Pty Ltd
Improper Exclusion from Management
If minority members have reasonable expectation to continued participant in management, then the removal of minority will be an Oppressive Conduct
Cases - Hogg Vs Dymock
Unfairly Restricting Dividends
If majority members or director deliberately pay low or no dividends as part of plan for own interest gonna be Oppressive Conduct
Cases - Eric Lau Man Hing Vs Eramara Jaya SDN BHD
If dividends declare but didn't paid for purpose in maintaining control of company
General rule that shareholder has no automatic right to dividends
Cases - Re SQ Wong Holding
Opprersive Conduct of Board or General Meeting
Deliberate schedule meetings when minority cannot attend or deliberate cause an incomplete notice period meetings
John J Star (Real Estate) Pty Ltd Vs Robert R Andrew (A'Asia) Pty Ltd
Refusing the Right to Vote
Deliberate ommision in notifying the members of meeting or refuse any member right to vote personally or by proxy(wakil)
Cases - Lim Hean Pin Vs Thean Seng Co, SDN BHD
Failure of director to act in the best interest of the company
Become Oppressive Conduct when the majority shareholder mismanaged the company and give bad impact to minority
Cases - NG Chee Keong Vs NG Teong Kiat Highlands Plantation Ltd
Misappropriation of Company Assets
Majority or Director misuses power to divert the assets of company to themselves or use in the way not benefit the company
Cases - Scottish Co-operative Wholesale Society Ltd Vs Meyer
Remedies where there is oppression
Prohibited any act or cancel any transact or resolution
to regulate the conduct of affairs of the company in the future
provide that the company be wound up
purchase of the shares of a members by other members or by the company
Fundamental rule in the governance of a company is the majority rule
The Oppresion Remedy under Section346 of Company Act 2016
Fundamental Problem created