Today’s plaintiff was a shareholder, not a director (but the wife of one of the directors) and the financial controller of a Co.  

The Co enjoyed some success and embarked on a restructure.   The company would “run bare” and pay profits in the form of licence fees to a third party. 

That third party would distribute those fees to the trustees of discretionary family trusts.  

Crucially: our plaintiff's right to a distribution from the discretionary trust was as a secondary beneficiary of the family trust *for so long as she remained married*.  

Got it?  

Formerly, the plaintiff held shares in an asset-owning company.   Following the restructure, the value of her shares were vastly reduced as the company "ran bare" and her rights to share in profits were discretionary and dependent on marriage.  

Sadly, during the restructure, our plaintiff’s marriage broke down.  She sued alleging commercial unfairness; corporate oppression.  At first instance she failed.  

On appeal, she failed too. 

Crucially, the matters raised on appeal - her reduced entitlement to profits following a restructure - were not evidence of actual conduct, but were “resultant”: [40] and [41]   Oppression is concerned with conduct, not outcomes. The plaintiff was unable to take the Court to any relevantly unfair conduct.