Company law - gambotto pinciples

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The United States government passes a law making it illegal for American companies to purchase chemicals from a company that has French shareholders, and that action precipitates the company, AgChem pty Ltd, to expropriate minority shareholders shares (100 French shareholders) in order to do business with the U.S.


In regards to this case, Michael Yew Seong Chin in his article Being in the Minority: The CompulsoryAcquisition of Shares writes:
century of company law they were virtually defenseless... In 1995, the High Court of Australia delivered a corporate law decision that led to a maelstrom of publicity and controversy. This was the Gambotto v WCP Ltd which significantly altered common law governing amendments to a company's articles of association. Gambotto ushered in a
In the original case trial Judge Mclelland J, injuncted the expropriation on the basis that majority shareholders were unjustly oppressing the minority shareholders. That decision was reversed by the Court of Appeal. Here the court noted that the expropriated shareholders received fair compensation for their shares. Using a contraction approach, Priestly J pointed to the fact that the shareholders on becoming members, agreed to become bound by duly passed resolutions, and Meagher JA pointed out that there were enormous tax advantages for the corporation and compensation was fair (Whincop 11). Unhappy with the Priestly/Meagher decision, Gambotto went back to the Court of Appeal and a final decision was reached by Mchugh J:
Mchugh determined that the business objective was proper since it ena ...
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