Contrary to the interests of the shareholders as a whole; or
Oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a shareholder or shareholders whether in that capacity or in any other capacity.
Then under section 232 of the Corporations Act shareholders may claim they are being oppressed. This generally goes hand-in-hand with directors’ duties:
To act in the best interests of the company as a whole (section 181);
Not exercise a power to gain an advantage for the director or someone else (section 181); and
Not to misuse company information to gain an advantage for the director or someone else (section 183).
Paying out $0.65 per share from AJD so that TGP can pay-back the loan it has taken to buy its shares (the financial assistance NXT is talking about) and raising the debt of AJD to do so, to my mind, would be contrary to shareholder interests as a whole and be a use of power to gain advantage for the director (Tony Pitts).
Remedies for both of these (among others) include a court-ordered wind-up of the company.
Litigation is expensive though, so my view is that NXT will argue that 360 Capital should be excluded from any wind-up vote on the basis that it is an entity associated with control of the trust and has an interest in the outcome.
If this happens, then NXT can then try and bid for the data centres. I am a little worried about what happens if NXT doesn't win the bid for the data centres in the event of a wind-up . + side is I don't think TGP would be able to bid because it's already tied up its money in AJD and will receive the proceeds from the sale of assets. If NXT gets the data centres cheap then TGP is probably in trouble :3.
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. + side is I don't think TGP would be able to bid because it's already tied up its money in AJD and will receive the proceeds from the sale of assets. If NXT gets the data centres cheap then TGP is probably in trouble :3.
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