New Zealand Case Law: Decisions & Judgments | LexChat

New Zealand Case Law

Oppressive and unfairly prejudicial conduct

  • 5 Sept 2008

    BAWDEN HOLDINGS LTD V REAL ESTATE ASSETS LTD AND ORS HC AK CIV 2008-404-002142

    Citation
    openlaw-bc6e2f05_383d_4d65_8780_8004f30bd9b0.pdf
    Court
    High Court

    Because Messrs McCloy and Waller were liquidators of the Bridgecorp parent and partners in the same firm as persons who were alleged to have directed or caused loss (notably Mr Carter and Mr Longley), they had conflicts of interest that made them inappropriate to be appointed as liquidators of Real Estate Assets Limited notwithstanding potential cost savings; independent joint liquidators were appointed instead.

    • Oppressive and unfairly prejudicial conduct
    • Compulsory acquisition of shares
    • Liquidation
    • Conflict of interest of liquidators
    • Appointment and remuneration of liquidators
    • Enforceability of settlement agreements

  • 5 May 2008

    REANEY AND ANOR V RACHMANINOV LIMITED AND ORS HC NAP CIV-2007-441-466

    Citation
    openlaw-a9b6812b_0dd3_4813_b4b0_af3d65795602.pdf
    Court
    High Court

    The appropriate vehicle for the broader multi-year and general audit sought is s 179 Companies Act 1993 rather than r 324 High Court Rules; given the need for perceived and actual independence and the circumstances of Grant Thornton's prior appointment by defendants during the court process, the national firm Ernst & Young should be appointed as auditor to conduct the audit from 1 April 2006, including specific questions about application of minority shareholders' funds and authority given to majority shareholders; defendants must initially provide security of $10,000 and pay auditors' fees.

    • Appointment of court expert under r 324 high court rules
    • Inspection and audit under s 179 companies act 1993
    • Appointment of company auditor s 196 companies act 1993
    • Independence of court-appointed experts
    • Oppressive and unfairly prejudicial conduct
    • Directors' duties