Examine and analyse the scope of minority shareholders under s.181 of CA 1965.

Section 181 provides remedy for cases of an oppression.

Any member or debenture holders can apply to court for an order under his act on the ground

1. The powers of directors are exercised oppressively to members or debentures holders or disregard their interest

2. Act/resolution are conducted unfairly discriminatory/prejudicial to members or holders of debentures.

Cases of oppression are determined objectively based on situation - Low Peng Eng v. Low Janie

It is based on various principles where various principles are taken into account.

Meaning of oppression is defined in common law as:

1. Unfair abuse of powers- Elder v. Elder & Watson Ltd

2. Burdensome/harsh/wrongful- Scottish Co-operative Wholesale Soc v. Meyer

3. Shareholders must have suffered harm not mere intention of motive- Re H R Harmer Ltd

4. Visible departure from standards of fair dealing- Re Kong Thai Sawmill (Miri) Sdn Bhd

5. Shareholders must have suffered harm- Re A Co.

Wider meaning of oppression

1. Unjust and damaging the rights between one another- Re H W Thomas Ltd

2. Not according to standards of fair dealing- Jenkins v. Enterprise Gold Mines NL

Cases of oppression

1. Co is run like a sole trader - Re Bagot Well Pastoral Pty Ltd

2. Co not declaring dividends when there are profits- Re Cast Iron Products

3. Decision to override interest- Re Kong Thai Sawmill (Miri) Sdn Bhd

Cases of unfair discriminatory/ prejudice

1. Making discriminatory rights issue- Re A Co

2. Exclusion of directors entitled to manage business- Victor Lau Man Hing v. Eramara

3. Improper allotment of shares in breach of pre-emption rights- Re DR Chemicals Ltd

4. Taking excessive management fees.

5. Diverting business opportunities- Re London School of Electronics Ltd

6. Payment of inadequate dividends- Re Sam Weller & Sons Ltd

Remedies available

1. Obtain court oder to regulate future conduct of corporate affairs.

2. Order majority shareholders to purchase their shares.

3. Court can cancel/prohibits a resolution/act.

4. Court order to wind up the company.

5. No remedy available if DH/SH had collateral purpose (Re Ballador Silk Ltd)