ABSTRACT
As originally drafted, the petitioner was required to show that the affairs of the company were conducted in a manner which was unfairly prejudicial to the ‘interests of some part of the members (including at least himself)’. On a literal construction, this meant that conduct by those controlling the company, which prejudiced all members, could not be complained of in a s 459 petition. So, for instance, breaches of directors’ statutory or common law duties, which resulted in an indirect loss to members of the company as a result of the devaluation of their share values could be argued to be excluded altogether from the scope of the section.
