‘Legitimate Expectations’ and the Oppression Remedy

Australian Journal of Corporate Law, Vol. 36, No. 1, 2020, pp. 3-24

18 Pages Posted: 6 Jan 2021

See all articles by Stephanie C B Brenker

Stephanie C B Brenker

Victorian Bar

Ian Ramsay

Melbourne Law School - University of Melbourne

Date Written: March 14, 2020

Abstract

Should a shareholder’s legitimate expectations form part of the test employed by courts to decide if the shareholder has been oppressed? The term ‘legitimate expectations’ was first used by an Australian court in an oppression claim more than 40 years ago. Yet there remains disagreement among courts regarding whether the use of the term assists or impedes them in deciding oppression claims. This is an important issue given that the oppression remedy is widely used by shareholders. To advance the debate, the authors examined the 51 Australian judgments in which there is substantive discussion of the term. The analysis undertaken reveals five different approaches to the use of the term in these judgments and no consistent approach adopted by the courts. The evaluation by the authors leads to the conclusion that use of the term ‘legitimate expectations’ has not aided the analysis by courts of whether oppression has occurred, its use has been inconsistent, and therefore it should not be used in cases where oppressive conduct is alleged.

Keywords: oppression remedy; shareholder litigation; legitimate expectations

Suggested Citation

Brenker, Stephanie C B and Ramsay, Ian, ‘Legitimate Expectations’ and the Oppression Remedy (March 14, 2020). Australian Journal of Corporate Law, Vol. 36, No. 1, 2020, pp. 3-24, Available at SSRN: https://ssrn.com/abstract=3748322 or http://dx.doi.org/10.2139/ssrn.3748322

Stephanie C B Brenker

Victorian Bar ( email )

C/- Dever's List, 205 William Street
Melbourne, Victoria 3000
Australia

Ian Ramsay (Contact Author)

Melbourne Law School - University of Melbourne ( email )

University Square
185 Pelham Street, Carlton
Victoria, Victoria 3010
Australia
+61 3 8344 5332 (Phone)

HOME PAGE: http://law.unimelb.edu.au/about/staff/ian-ramsay

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