“If you’re making me buy the shares, tell me how much they’re worth!”
In a recent judgment, s232 commercial unfairness was made out. The proceedings concerned a company with a significant value.
HH put it best: “large payments (were) made by (the defendant) without consultation, unsupported by contemporaneous records and at odds with basic accounting principles or, on occasion, common sense” : [44]
There were also findings of commercial unfairness on the basis of: withheld information ([212]), “self-interested and unfair” transactions supported by “hazy memories and old grudges” ([250]), and on “financially disastrous” risks taken over the objection of the other shareholder ([276])
With s232 unfairness found, the Court elected to exercise its s233 discretion and order a share sale: [286]
Aaaaaaaaaaaaaaaaaand then there’s >50 paragraphs of valuation material for our forensic accounting friends to work through: [297] – [350] In the end, the buyout ordered exceeded $50M: [351]
