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13 Cards in this Set
- Front
- Back
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Why? |
1. Wider range of remedies. May order a winding up or buy-out order. 2. Can have company wound up on just and equitable grounds |
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Section 212. Company's powers being exercised... |
(1)(A): In a manner oppressive to him/her/any members (B): In disregard of her interests as members |
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The court can make an order... |
(3)(A) Directing/prohibiting any act, cancelling/varying any transaction. (B): Regulate company's affairs in future (C): Purchase of shares of members from other members (D): Payment of compensation. |
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What Constitutes Oppression?
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Re Greenore Trading Company Ltd. Keane J 'Burdensome, harsh and wrongful.' |
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Test |
Re Irish Visiting Motorists' Bureau Ltd. Objective test. Doesn't need to be illegal. Re Clubman Shirts Ltd |
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Need not be qua member |
Re Murph's Restaurants Ltd. Suggested. |
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Isolated acts of oppression |
Doesn't count in England (Re Westbourne Galleries Ltd) but counts in Ireland (Re Westwinds Holding Company Ltd). Not normally- Re Greenore Trading Company Ltd. |
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Current or past incidents? |
Worded as present: Greenore Trading Company But in Scottish Co-operative Wholesale Society Ltd v Meyer, the company had ceased to function due to the oppression and HoL found oppression anyway. |
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Oppressive management |
Re 5 minute Car Wash Service Ltd. Incompetence not enough. Must be a deliberate scheme. Wrongful exclusion from management: Re Murph's Restaurants Ltd |
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Conduct Disregarding Members' Interests |
Re Williams Group Tullamore Ltd. Was in good faith, but still in disregard of interests of ordinary shareholders. |
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Locus Standi |
Members. Registered member w/o beneficial interest in shares not entitled. |
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In camera. |
212 (9) says that if it's prejudicial to legit interest of the co, it can be held in camera. Initial cases went this way, before two big SC decisions. Re R Ltd Irish Press plc v Ingersoll Irish Publications Need both: 1. Hearing would involve disclosure of info, publication of which is seriously prejudicial to legit interests of co. 2. Hearing in public would fall short of doing justice. |
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Remedies |
Most common is an order for the purchase of the petitioner's shares. Less commonly used for respondent's shares. |
