Victoria Supreme Court: Values Minority Stake at $3.6M in Oppression Case

Supreme Court of Victoria values ‘worthless’ minority stake at $3.6m The Supreme Court of Victoria has fixed a $3.6 million price for a minority stake that the company’s majority owners insisted was worthless. In Re ANIT Australia Pty Ltd (No 2) [2026] VSC 660, released 9 October 2026, the court found that the majority owners had inflated expenses to depress profits. It also found that they had fabricated invoices, misled the court-appointed expert, and sought to mislead the court. ANIT Australia trades as Albright Institute of Business and Language and educates foreign students. In November 2024, the court found that its two majority shareholders had acted oppressively towards a 38 percent shareholder, under s. 232(e) of the Corporations Act 2001 (Cth). It then ordered them to buy his shares at a price it would fix. The minority shareholder sought about $5.07 million. The majority owners said the shares were worth nothing. The expert valued the stake at nil if the company’s disputed expenses were genuine, or $1,757,311 if they were not. The court placed minimal weight on the fact that the company’s accounts were audited. It noted that an auditor is ordinarily entitled to rely on management and that the majority owners “fabricated financial records whenever it suited their purposes.” The starkest example came from a subpoena served on an education provider shortly before the hearing. The majority owners had produced 16 invoices purpotedly from the provider to support $270,710 in cash payments. The provider’s genuine invoices bearing the same numbers totalled $11,567.40, and none was addressed to the company. “It is impossible to overstate the disgracefulness of the defendants’ conduct,” the court said. The court also examined 659 cash withdrawals totalling $3.84 million, almost all below $10,000. It found that $3,486,100 remained unexplained and that the majority owners had taken most of it for their own purposes. It held that the money should have stayed in the company’s bank accounts and added most of it back to the company’s cash. The court cut cleaning and agent commission costs that it found inflated. It also rejected $497,426 paid to a firm whose director had a personal relationship with one of the majority owners. The court called those payments another way the defendants “siphoned off money.” Those adjustments valued the stake at $2,959,626. The court then added a $627,931 allowance for dividends that the minority shareholder would have received over three financial years had the inflated expenses not suppressed profits. It said that its discretion to fix a fair price was “not constrained by ordinary valuation principles.” The court fixed the total price at $3,587,557. Under the 2024 orders, the company faces winding up if the majority owners fail to pay. The court will hear the parties on costs. Subscribe to our FREE newsletter service and we’ll keep you up-to-date with the latest breaking news, cutting edge opinion, and expert analysis affecting both your business and the industry as whole. Please enter your email address below and click on Sign Up for daily newsletters from Australasian Lawyer.