P's shareholding was diluted from 70% to ~15%.
P sued the Co and its Dirs for causing the Co to issue over 3m shares to 2 Dirs: [3], [5]
P asked the Court to reverse the share issue, and replace the Dirs: [2]
Oddly, as the hearing approached all the Dir defendants consented to the P’s application, and most Ds withdrew instructions from their lawyers: [8], [10], [44]
However, P still had to prove its case!: [14]
ASIC docs suggested the >3m shares were issued at $4 per share, however there was no evidence of any payment: [21] - [25]
The share issue was found to be oppressive. Orders were made to reverse it: [40], [47]
The Court also removed the Dirs (a rare step) on the basis that they previously consented to the P’s orders and, in the circumstances, third parties would take comfort from Dirs being removed by Court order: [42], [43]
(The background of this dispute was a loan to P’s (former) parent company, ParCo. ParCo stumped up its shares in P as security. Interest on the loan went unpaid. It was suggested that the share issue was to defeat the lender’s power over the Co because P would no longer be majority shareholder of the Co when the lender came to own P. Get it?): [16], [17], [26], [30])
