Issuing new shares below real value, unable to afford rights issue, excessive renumeration of directors, non-payment of dividends, delay in holding meeting, management exclusion
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The idea of 'commercial fairness' comes from...
Re Saul Harrison. Have to look at context and background, equitable and fair considerations and articles whether to allow minor breaches
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What needs to be established?
Unfair behaviour - from O'Neill
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What is the main case and what happened in it?
O'Neill - had 25 shares and was director. became managing d and got 50% of profits. O'neill removed as managing and said he could only have 25% of profits. O'neill claimed up but extra profits were for doing managing job
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Is the petitioner's behaviour taken into consideration?
It is discretionary, not like winding up
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What orders can the court make?
s996. Any as it sees fit. Reg of future affairs, interdict/SI, civil proceedings in C name, order to buy out shares, change memorandum and articles
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Do you need to consider the legitimate expectations of a shareholder?
No, not any more
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Who can bring an action?
Have to bring in a capacity as a member. But in Gamelstaden, petition allowed even if it only helped in capacity of creditor, not member
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Other cards in this set
Card 2
Front
The idea of 'commercial fairness' comes from...
Back
Re Saul Harrison. Have to look at context and background, equitable and fair considerations and articles whether to allow minor breaches
Card 3
Front
What needs to be established?
Back
Card 4
Front
What is the main case and what happened in it?
Back
Card 5
Front
Is the petitioner's behaviour taken into consideration?
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