Jolan Pty Ltd v Essential Investments Pty Ltd (No 2) [2021] FCA 1533

FEDERAL COURT OF AUSTRALIA

Jolan Pty Ltd v Essential Investments Pty Ltd (No 2) [2021] FCA 1533 File number(s): QUD 101 of 2021

Judgment of: DOWNES J

Date of judgment: 7 December 2021

Catchwords: CORPORATIONS – oppression proceedings – company formed for purpose of acquiring business to be sold within two years – largest five shareholders each entitled to appoint director to board of company – board required to approve business plan and budget of subsidiaries – removal of director appointed by shareholder to board – whether shareholder entitled to participate in management of company – whether shareholder excluded from management – where shareholder ceased to be provided information relating to the business of the corporate group – where directors resolved to further delay sale of business of corporate group – whether shareholder impeded in its attempt to sell its shares and exit the company – whether court can consider conduct which occurred after the commencement of the proceedings – appropriate remedy pursuant to s 233 Corporations Act 2001 (Cth) – compulsory purchase of shares – method of valuation of shares of minority shareholder – whether value of minority shares should be subject to discount – where concerns raised about financial ability of company to buy back shares – whether winding up order should be made PRACTICE AND PROCEDURE – whether draft reasons should be provided to enable parties to identify aspects of reasons which should be suppressed – where same result can be achieved by publishing judgment to parties only to enable identification of confidential parts of the reasons to be identified – where trial conducted in open court

Legislation: Corporations Act 2001 (Cth) ss 53, 232, 233, 461, Pt 2F.1 Federal Court of Australia Act 1976 (Cth) s 22 Federal Court Rules 2011 (Cth) r 17.08(c)