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Abstract

Australia's corporations law has always had a strong emphasis on majority rule or ‘democracy of the “first past the point” sort, within companies.’ The management of the company primarily resides in the board and they should be permitted to operate the company as they see fit (within the confines of their directors' duties). As a consequence, a minority shareholder may have little, if any, ‘strategic influence or control over a company’s operations.’ They may be relatively powerless to influence the development, management and direction of the entity in which they have invested. Shareholders may differ in their views on management issues from those espoused and implemented by the board. Where disagreement occurs, the board and majority shareholders, in seeking to manage the business as they consider proper, may inadvertently or purposefully ostracise, oppress or exclude the views of minority shareholders.

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