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尚德律师事务所有道德及法律义务，对客户提供的所有信息严格保密。
尽管我们并非法律上必须遵守维多利亚州隐私法 (Victorian Privacy Act) 的所有规定，但我们自愿采纳该法所载的政策和原则，以非正式方式保障客户的利益。
作为一家法律事务所，我们收集客户信息的主要目的是为客户提供法律服务。除非客户书面同意，否则我们不会将其信息用于任何其他用途或向任何第三方披露。此规定涵盖我们在处理客户事务过程中收集的所有实体及数字信息。
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生效日期：2022 年 6 月
Your call — which side has the stronger case?
You’ve seen the facts. Now it’s your call.
The minority’s case
- The AI-derived strategy wrongly treated the Minority Director as an employee rather than an equal director-shareholder in a quasi-partnership company governed by the Corporations Act. [77]
- Exclusion of a quasi-partner from management without a reasonable offer to acquire his shares constitutes oppression under s 232, regardless of any genuine performance concerns. [265]
- The majority’s course of conduct from February 2025 — reallocation of responsibilities, exclusion from the major contract and other operational matters, withholding of dividends and conflicted dealings with a related entity — was oppressive, unfairly prejudicial and unfairly discriminatory. [265]
- Even if the majority believed they were acting for proper purposes, that belief does not prevent a finding of oppression. [248]
- A buy-out order, or alternatively the appointment of a receiver to sell all the shares en bloc, was the appropriate remedy so as to preserve the going-concern value of a solvent and successful business. [266]–[340]
The majority’s case
- Any performance concerns about the Minority Director were genuine and justified the steps taken to redefine roles and responsibilities. [248]
- Differences in contribution and the need to protect the company’s interests in the major tender justified the majority’s exercise of voting power.
- Offers were made to acquire the minority shares and the majority lacked the capacity to fund an immediate buy-out at the values contended for by the minority. [266]–[320]
- Winding-up on the just and equitable ground was appropriate given the breakdown in mutual trust and confidence. [1], [344]–[349]
- The appointment of a receiver to sell shares was unnecessary or inappropriate.
Good instincts. The Court sided with the minority. Here’s how it got there.
Not this time. The Court sided with the minority. Here’s where the majority’s argument fell down.
The Court’s Decision
In the matter of Lanmar Pty Ltd (No 2) [2026] NSWSC 800 Black J noted that ChatGPT did not prove to be a prudent choice of adviser so far as matters of Australian corporate law were concerned. [77] ChatGPT incorrectly approached the issues from an employment law perspective when they ought to have been approached under corporate governance laws. [93] The reliance on such flawed ‘advice’ led the Majority Directors to carry out the course of conducts that ultimately amounted to oppression.
The underperformance of the Minority Director, whether as perceived by the Majority Directors or as a fact, did not provide a basis for his substantial exclusion from participation in the company without a reasonable offer to buy out the minority shareholder’s shares at fair value.
The departure from the parties’ understanding of dividends payment – i.e. the withholding of dividend payments, combined with the Majority Directors resolving to review directors’ compensation, implementing an incentive plan and delaying bonuses, were directed to removing income that would be received by the shareholders while reserving the Majority Directors’ ability to receive additional income. These amounted to oppression. [258]
On remedy, the Court declined a buy-out order because it was unable to accept the valuations reached by the parties’ expert. [316] The Court accepted that a sale of the company’s shares, compared to a winding up, was less likely to destroy the value of a solvent and successful business. Ultimately, the Court appointed receivers for an en-bloc sale of all the shares, preserving the business while the market determines price. [340]
Conclusion
This case demonstrates the limits and risks with relying solely on generative AI – although it can generate advice that is seemingly correct and convincing, there is no guarantee that the advice is correct. ChatGPT’s advice may or may not be correct in the context of employment law, but the fact that it overlooked the point that the Minority Director was a director and controller of one of the three shareholders was detrimental. The Majority Directors should have turned their minds to, or be advised of, the risk of oppression for the purpose of the Corporations Act 2001.
Holding a majority voting power also does not entitle the director/s to do whatever they consider appropriate. Such power must still be exercised having regard to the company’s constitution, shareholders’ agreements and the laws. Notably, directors must comply with their duties under the Corporations Act 2001. In this case, the majority directors’ conducts also raised the issue of whether there was a breach of their director’s duties. Forcing out a minority shareholder or director can still attract disputes.
However capable generative AI is, obtaining professional legal advice remains important.
关于尚德律师事务所
自1967年以来，尚德律师事务所持续为莫纳什市及大墨尔本地区的企业主和居民提供值得信赖的专业法律服务。
关于尚德律师事务所
自1967年以来，尚德律师事务所持续为莫纳什市及大墨尔本地区的企业主和居民提供值得信赖的专业法律服务。
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