“You haven’t proved the shares’ value, so we need a receiver!”

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P, D3, and D4 were equal 1/3 shareholders in a defence consulting Co. P sought a s 233 order that D3 and D4 buy its shares: [1], [2], [9]
There were disputes between the dirs (each controlling P, D3, and D4) in managing the Co: [3] – [43]
In late 2024 the Co was invited to tender for defence work. D3 and D4 were unimpressed with P’s contribution calling P “a complete dud”: [65] – [71]
D3 and D4 relied on ChatGPT to guide their removal of P – “not a prudent choice of adviser…”: [73], [77], [82], [83]
ChatGPT’s output was employment focused; silent on corporate risks: [86], [93]
The plan, which was executed in essence, was to gradually exclude P and to withhold dividends: [88], [121]
Following this plan, D3 and D4 conducted meetings and sent emails incorrectly framing as employment only: [89] – [98]
P removed D3’s and D4’s access to the Co’s Xero account: [99]
The erosion of trust and confidence justified a s 461(1)(k) winding up orders, and amounted to oppression: [113]
Further steps were taken to exclude P from a role at the Co, including directing P not to present to a new client: [116] – [129]
In May 2025 P’s lawyers wrote to the D3, D4, and the Co making complaints upheld and accepted by the Ds in XX. No remedial steps were taken: [161], [162]
On 14 May 2025 proceedings were commenced. D3 and D4 set a meeting for 7.30am the following day, apparently to frustrate P’s application: [163] – [167]
D3’s and D4’s conduct, combined with the litigation, saw P’s role at the Co further reduced: [174]
D3 and D4 took steps (in relation to IT and external contractors) that required unanimous approval without P’s consent: [178]
D3 and D4 executed a contract between the Co and an external sub-Co they controlled, for provision of services: [189]
Oppression was established noting the exclusion of P in the absence of a genuine offer to buy P’s shares; and in respect of the dividend strategy allowing D3 and D4 to be paid while P was not: [265]
The Court found it could not accept either valuer’s evidence as to share value – leaving no finding made as to the valuation of P’s shares, and so no ability to make a buyout order: [285], [315]
The Court was unmoved by one expert’s methodology; and disagreed with the way the other expert dealt with the “only one client who can terminate for convenience risk” of working for defence: [316]
A share buyback did not arise as the Co did not appear: [320]
After considering appointment of a receiver to sell the shares at length, and noting the Co was a viable one, the Court concluded a receiver was the best alternative: [340]
Orders appointing a receiver to sell the shares were made: [351]