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Oppression in Two Sections: A Study of the Judicial Interpretation of Oppression in Sections 232 and 445D(1)(f) of the Corporations Act 2001 (Cth)


Nadia Hess

The terms ‘oppressive’, ‘unfairly prejudicial to’ and ‘unfairly discriminatory against’ appear in two sections of the Corporations Act 2001 (Cth). The first, section 232, is the members’ oppression remedy, and provides that the court may make an order if the conduct of the company’s affairs is oppressive to a member of the company. The second is section 445D(1)(f) which allows for the court to terminate a deed of company arrangement if that deed is oppressive to one or more creditors. The wording of these two sections is near identical. However, this article demonstrates that the two sections have been treated differently by the courts and suggests why this might be the case. The article concludes that whilst it might be desirable to have a uniform approach to determine oppression in both sections, it would not be possible to do so as the contexts of each are vastly different.

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2022 45(4) UNSWLJ 1325: