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新西兰的会计理念

一些立法者提供给股东特权可以任意行使其权利。如果出现公司的事务没有正确的在进行中这样的情况，股东有一些方案可供他们选择，其中之一便是法律救济。它保护少数反对剥夺他们的公平份额的股东，大大提高了其采取行动反对该公司据称是在优秀企业的实践行为能力。法院被迫采取补救措施，采取自由主义的方法解决下面的一些普通法判例和现在广泛的所有救济提供给少数的股东。但很可能在很多情况下，这些行为被认为构成压迫，其中包括公司会议的进行。大多数权力正式演习，可能在事实上造成了少数股东不公平的损失，证明法院对此实行了干预。

Accounting In New Zealand

A number of legislative controls are available to shareholders wishing to exercise their rights. If it appears that the affairs of the company are not being conducted properly, shareholders have some options available to them and among which, the statutory remedy for shareholder oppression. It protects minority shareholders against being deprived of their fair share and greatly improves their ability to take action against the company alleged to be in breach of good corporate practices. The Courts have adopted a liberal approach in the interpretation of the oppression remedy following some leading common law cases and it is now the broadest of all the remedies available to minority shareholders. There could be many instances where conduct has been held to constitute oppression, among them is the conduct of company meetings. Formal exercise of majority power may in fact, be unfairly prejudicial to a minority shareholder, justifying Court intervention.

The statutory remedy against oppression, unfair discrimination and unfair prejudice is contained in ss 174-176 of the Companies Act 1993. It provides that the company’s affairs are being conducted in a manner that is oppressive, unfairly discriminatory or unfairly prejudicial to him or to her may apply to the court for relief. The leading authority in New Zealand on the meaning of the words oppressive, unfairly discriminatory or unfairly prejudicial is Thomas v H W Thomas Ltd (1984), where Richardson J held that the expressions are not distinct alternatives but overlap, each helping to explain the other (Richardson J, Thomas v H W Thomas Ltd). The Court considered that it was not necessary for a petitioner to prove a lack of probity or want of good faith towards him or her on the part of those in control of the company. The section is concerned with instances or courses of conduct amounting to an unjust detriment to the interests of a member or members of the company (Watson and Noonan, 2005, p.8). The conduct of a company may be unfairly detrimental to a shareholder in the company even though it is not discriminatory and affects all members alike. The fact that all members are treated uniformly as members will not necessarily make conduct fair (Glazebrook, Hammond and O’Regan, 2004). Section 174 may provide remedy even if the conduct accords with company constitution, as prejudice may still arise. Relief can be given even if the conduct is legal, there is no lack of good faith or probity, and where no agreement between the shareholders (Watson and Noonan, 2005, p12). Therefore, the test of unfairness is objective as it is determined by reasonable bystander would regard the conduct as unfairly prejudicial. Richardson J and Sir McCarthy held that fairness is not to be assessed in a vacuum or from one member’s point of view alone, and that all interests involved must be balanced against each other including the policies underlying the Act and s 174 (Glazebrook, Hammond and O’Regan, 2004). The Courts may intervene in the words of Richardson J: 'where there is a visible departure from the standards of fair dealing and in the