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Abstract

[extract] Until WCP Limited v Gambotto & Anor it appeared that, subject to certain changes specifically set out in the Corporations Law, and in the absence of some type of special circumstances, it was not possible for the majority to change the articles in order to compulsorily acquire the shares of a minority shareholder. However, the Gambotto decision has tipped the balance in favour of the majority shareholders. This paper examines Gambotto, both at first instance and on appeal, in relation to the 'bona fide for the benefit of the company as a whole’ doctrine and the ability of the majority to alter the articles to force a compulsory acquisition of the shares of a minority shareholder.

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