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light of the history and structure of the particular company and the reasonable expectation of the members' (Richardson J, Thomas v H W Thomas Ltd). Section 174 therefore, could be used to protect 'reasonable expectations of the members'. The protection of such expectations might involve both the consideration of the formal nexus of understandings that the parties themselves have established and of external standards (Watson and Noonan, 2005, p 10). Thus, legal expectations may relate to: participation in management, decision making, employment, sharing profits.

At the same time, Sir McCarthy warned against the power of s 174 to invade traditional rights of the shareholders to determine the management of their company according to their shareholding and the 'danger of allowing minority interests to inflict serious damage to a company’s structure'. The Courts are therefore, aware of the need to restrict judicial intervention in management of corporate affairs. They attempt to balance the interests of those entitled to claim protection against the ability of management to conduct business in an efficient way (Thomas v H W Thomas Ltd, [1984]). The Courts give considerations to all interests and this equality approach has been adopted and enlarged in post 'Thomas cases, whereas the emphasis has been towards the expansion of shareholder oversight of companies, and away from the uninhibited application of the majority rule principle and director’s business judgment'( Berhahn, 1997).

In Cornes v Kawerau Hotel (1994) Ltd, the removal of a shareholder (Mr Cornes) from his directorship when he was suspected of theft was done by the other two shareholders use of their combined voting interest at a shareholders meeting. However, when the company was formed, Mr Cornes was intended to manage the company. Wild J citing Thomas explained, that whatever the rights and wrongs of Mr Cornes’s management of the partnership, there was no valid reason why he should be removed as a director: “…he was not given the minimum 10 working days notice of the meeting required by the Company’s Constitution. Nor was he given any notice or forewarning of the purpose of the meeting, or of the resolutions that it were proposed to move at the meeting” (Wild J, Cornes v Kawerau Hotel (1994). Moreover, the resolution passed at the meeting to hold a further meeting to remove Mr Cornes from management was passed after he had left that meeting. First, he was excluded from the benefits he was intended to receive from the assets owned and held by the company, then he was excluded from any management involvement in the company itself” (Wild J, Cornes v Kawerau Hotel (1994). The removal of MrCornes as a director therefore, clearly amounted to an oppressive conduct and involved a “visible departure from the standards of fair dealing”. The majority power used was inequitable, frustrating legitimate expectations of Mr Cornes and justifying Court intervention.

Generally, meetings provide shareholders with the opportunity to exercise their rights and to participate in the company’s management. However, some meeting practices may amount to an oppression and any shareholder believing so may initiate action. There have been many other cases involving company meetings which were conducted in an unfair manner. Thus, in John J. Starr Pty v Robert R. Andrew Pty Ltd (1991), the majority shareholders – Andrew and his wife, controlled th