When facing an oppression petition, the legal threshold is high — and NZSK Legal — led by Khoo Ai Theng — knows how to make the petitioner meet it.
NZSK Legal’s Section 346 Defence Strategy
Defence 1: Characterisation
Following ISM Sendirian Berhad v Queensway Nominees [2025] FCA, argue dispute concerns private SHA matter, not company affairs — fatal to oppression claim.
Defence 2: Re Kong Thai Sawmill Threshold
Petitioner must show conduct visibly departing from standards of fair dealing. Mere disagreement, outvoting, or commercial decisions adverse to minority do not meet this threshold.
Defence 3: Alternative Remedy
Where adequate alternative remedy exists (e.g. SHA buy-out provision), oppression remedy may be precluded. NZSK Legal pursues this defence where available.
Defence 4: Unclean Hands
Where the petitioner has themselves engaged in misconduct, equitable defences apply. NZSK Legal investigates petitioner conduct thoroughly.
Frequently Asked Questions
Q: Can I defend a section 346 oppression petition?
A: Yes. The legal threshold is high — Re Kong Thai Sawmill requires conduct visibly departing from standards of fair dealing. NZSK Legal defends majority shareholders systematically.
Q: Is being outvoted at AGM oppression?
A: Generally no. Re Kong Thai Sawmill confirms ‘resentment at being outvoted’ is not oppression. NZSK Legal applies this defence where applicable.
Q: What if the minority has alternative remedies?
A: Where adequate alternative remedy exists (SHA buy-out, contractual claim), oppression may be precluded. NZSK Legal pursues this defence.
Q: Can I counter-sue the minority?
A: Possibly, where minority has engaged in misconduct. Counter-claims for breach of duty, defamation, or contract are available. NZSK Legal pursues counter-claims strategically.
Q: How long does an oppression defence take?
A: 12-24 months at first instance. NZSK Legal pursues strike-out applications where claim is hopeless and trial defence where contested.
