Right to Petition for Relief in Cases of Oppression

A member cannot bring proceedings to overturn a decision of the company where that decision could be ratified by a majority of its members. However, a member of a company can petition the High Court for relief where they consider that the affairs of the company are being conducted in a manner oppressive to that member, any other members or is in disregard of their interests as members.

Oppressive conduct is the exercise of the company’s authority in a manner which is burdensome, harsh and wrong. The types of conduct which might give rise to such an application include fraudulent and unlawful transactions, oppressive management and exclusion of the member from the management of the company.

In order to bring oppressive conduct to an end the Court has wide discretion as to the remedies it can order including:

  • The purchase of the petitioner’s or respondent’s shares
  • The purchase by the company itself of the shares
  • The cancellation or variation of transactions or the alteration of constitutional documents