Corporate Law

Running head: CORPORATE LAW
Corporate Law
Name of the Student
Name of the University
Author Note

1CORPORATE LAW
In the instant situation, five Brown brothers has established the company named the
Grumpy Grand Pty Ltd. In its initial stages, the business has been showing positive results.
The Brown brothers have shared the liabilities and the rights equally with respect to decision
making as well as profit sharing. Previously the company was affluent but it started
deteriorating in the last couple of years, which also deteriorated the relationship existing
between the brothers. The youngest brother named Tim has been bullied by the other four
elder brothers. The elder brothers were carrying out such a behaviour towards him with the
motive of taking away his share of the company without making any payment with respect to
the same. When the elder brothers got the hint of Tim preparing to resign, they continued
with the bullying. They used their right to vote for majority and does block the ideas of Tim.
The elder brothers were also making sale with respect of valuable assets belonging to the
company at bargain cost, irrespective of the protests presented by Tim against the same. The
issue arising from the given situation is whether any remedy of equitable nature or statutory
nature is available to Tim for the purpose of handling the present conditions.
The section 232, 234, 233 and 236 of the Corporations Act 2001(Cth)(CA) needs to be
mentioned for the purpose of analysing these facts.
The court has been conferred with the power to deliver sentence under section 233 of the
CA, if it is satisfied that the affairs of the company has been conducted or a proposal of such
a conduction of the affairs of the company or any actual action or omission on the part of the
company or carried out on behalf of the company or even in the resolution pertaining to the
members or a class of member of a company is contradicting or is hostile to the interest of
any member or is evidently oppressive towards a member or a class of members belonging to
the company in that capacity or in any other capacity. This has been provided under section
232 of the CA. The same can be illustrated with the case of Taxa Australia Pty Ltd v G Wang
& Anor [2018] NSWSC 1412. Under section 233, the court has also been conferred with the

2CORPORATE LAW
discretion to hold any act or resolution that has been passed by any of the members belonging
to the company, which can be proved to be discriminatory and biased against a class of
members for a particular member acting in the particular capacity or any specific capacity in
the company subjected to be held liable.
The court has the right to make any decision, that it is satisfied to provide a deemed
resolution of the dispute arising among the company. Such an order may include winding up
of the company, repeal or modification of the present constitution of the company, control
and regulation to be imposed upon the conduction of the affairs belonging to the company for
the purpose of future affairs or for the appointment of a receiver and manager with respect to
any particular or all the property belonging to the company. Court may also deliver a decision
for the purchase with respect to shares, for the purpose of effecting an appropriate reduction
in the share capital belonging to the company. This can be illustrated with the case of
Atlasview Ltd v Brightview Ltd [2004] 2 BCLC 191. The court may also order the company
to pursue legal proceeding or to even pursue a proceeding of criminal nature and also to
defend any specific existing legal proceeding. This has been illustrated with the case of Coast
Corp Pacific Pty Ltd v Stockland Development Pty Ltd [2018] QSC 305. The court also has
the discretion to make orders, which will authorise a member of the company or any other
person who has subsequently became a member by virtue of any transfer of share by will or
by the operations of the law to enforce a proceeding or a criminal proceeding or even defend
a lawsuit or in this continuation, that is needed to be brought with respect to a proceeding that
has been carried out under the name of the company. This can be illustrated with the case of
Chaudhary v Bandicoot Group Pty Ltd [2017] FCA 517. The court is also conferred with the
discretion to prohibit a person from involving into any specific conduct or it can also restrict
a person from carrying out any specific action. This can be illustrated with the case of
Gamlestaden v Baltic Partners Ltd [2007] 4 All ER 164 at 172.