The Companies Act 2017 provides a specific remedy for shareholders affected by oppression or mismanagement, distinct from an ordinary claim for breach of contract or fiduciary duty.
What counts as oppression
Oppression generally involves conduct by those in control of the company that is burdensome, harsh or wrongful toward minority shareholders — for example, systematically excluding a shareholder from information or decisions they are entitled to.
What counts as mismanagement
Mismanagement covers conduct prejudicial to the company’s interests or contrary to the interests of its members as a whole, going beyond ordinary business misjudgement into conduct that genuinely harms the company.
The remedy sought
Relief can include regulating the company’s affairs going forward, or in appropriate circumstances, an order for the purchase of the affected shareholder’s stake, rather than simply awarding damages.
What to do next
Document the specific conduct alleged — decisions taken, information withheld, resolutions passed without proper notice — since this is what a claim under this provision is actually built on.