Question
Guardia Investments Pty Ltd is the corporate vehicle used by the Smith family (siblings Sam, Nelson, and Susie) to hold their various business investments. The
Guardia Investments Pty Ltd is the corporate vehicle used by the Smith family (siblings Sam, Nelson, and Susie) to hold their various business investments. The shareholders and directors of the company are:
Sam and his wife Marie,
Nelson and his husband Edward, and
Susie and her partner Jeremy.
Each of the shareholders holds 10 shares and has been paid a dividend of $10,000 per share per annum, and directors' fee of $50,000 per annum for the past 10 years.
Sadly, Susie and her partner Jeremy fall out of love. In fact, Jeremy has been caught kissing Edward, and this has also led to the breakdown of Nelson and Edward's marriage.
The three siblings, Sam, Nelson, and Susie, want to make sure that Jeremy and Edward do not continue to benefit from the family's hard work after what they consider such treacherous behaviour. At the next board meeting they resolve to:
Reduce directors' fees to $500 per annum
Reduce dividends to $10 per share per annum
Employ Sam as Head of Investments on a salary of $200,000 per annum
Employ Nelson as Head of Office Activities on a salary of $200,000 per annum
Employ Susie as Head of Website Development on a salary of $200,000 per annum.
Jeremy is very upset when he realizes his director fees and dividend payments are reduced and would like to take legal action.
Advise Jeremy about whether he is likely to succeed using the oppression remedy under the Corporations Act, 2001 (Cth) and what remedy or remedies the court might consider, if any.
Refer to relevant sections of the Corporations Act, 2001 (Cth) and court cases to support the analysis.
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