De Tocqueville Private Equity Pty Ltd v Linden & Conway Limited, in the matter of Linden & Conway Limited [2006] FCA 1309

De Tocqueville Private Equity Pty Ltd v Linden & Conway Limited, in the matter of Linden & Conway Limited [2006] FCA 1309

The plaintiffs failed to demonstrate that the conduct of the company or its directors, including actions towards delisting, was contrary to the interests of the members as a whole or oppressive, unfairly prejudicial, or unfairly discriminatory under ss 232(d) or (e) of the Corporations Act 2001 (Cth). The difficulties in disposing of shares were inherent in the company's history and its listing status, not a result of improper conduct by directors. Relief was not warranted, and the application was dismissed.

Parties
First Plaintiff: De Tocqueville Private Equity Pty Ltd; Second Plaintiff: Leopard Asset Management Pty Ltd; First Defendant: Linden & Conway Limited; Second Defendant: Allan Tregithew Frank Rowe
Jurisdiction
Australia
Judgment Date
22 August 2006
Procedural Posture
Corporations (oppression/unfair Conduct) Application / Final Judgment
Outcome
Application dismissed with costs
Legal Topics
Oppression Remedy, Delisting of Company, Minority Shareholder Relief, Shareholder Disputes
Corporations Law Oppression Remedy Delisting of Company Minority Shareholder Relief Shareholder Disputes

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Parties

De Tocqueville Private Equity Pty Ltd

First Plaintiff

Leopard Asset Management Pty Ltd

Second Plaintiff

Linden & Conway Limited

First Defendant

Allan Tregithew Frank Rowe

Second Defendant

Procedural Posture

Corporations (oppression/unfair Conduct) Application / Final Judgment

Legal Issues

  1. 1 Whether actions to delist Linden & Conway Limited amounted to oppressive or unfairly prejudicial conduct under the Corporations Act 2001 (Cth) ss 232, 233
  2. 2 Whether the plaintiffs are entitled to relief including board appointments, a return of capital, or purchase of their shares by the majority shareholder

Ratio Decidendi

The plaintiffs failed to demonstrate that the conduct of the company or its directors, including actions towards delisting, was contrary to the interests of the members as a whole or oppressive, unfairly prejudicial, or unfairly discriminatory under ss 232(d) or (e) of the Corporations Act 2001 (Cth). The difficulties in disposing of shares were inherent in the company's history and its listing status, not a result of improper conduct by directors. Relief was not warranted, and the application was dismissed.

Court Disposition

Application dismissed with costs

Orders

  • The application be dismissed.
  • Plaintiffs to pay the defendants' costs.