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Back to Revised Laws of Saint Lucia (2021)

241. Oppression restrained

(1) A complainant may apply to the court for an order under this section.

(2) If, upon an application under subsection (1), the court is satisfied that in respect of a company or any of its affiliates—
1. (a) any act or omission of the company or any of its affiliates effects a result;
1. (b) the business or affairs of the company or any of its affiliates are or have been carried on or conducted in a manner; or
1. (c) the powers of the directors of the company or any of its affiliates are or have been exercised in a manner,

that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any shareholder or debenture holder, creditor, director or officer of the company, the court may make an order to rectify the matters complained of.

(3) In connection with an application under this section, the court may make any interim or final order it thinks fit, including—
1. (a) an order restraining the conduct complained of;
1. (b) an order appointing a receiver or receiver-manager;
1. (c) an order to regulate a company's affairs by amending its articles or bye-laws, or creating or amending a unanimous shareholder agreement;
1. (d) an order directing an issue or exchange of shares or debentures;
1. (e) an order appointing directors in place of, or in addition to, all or any of the directors then in office;
1. (f) an order directing a company, subject to subsection (6), or any other person, to purchase shares or debentures of a holder thereof;
1. (g) an order directing a company, subject to subsection (6), or any other person, to pay to a shareholder or debenture holder any part of the moneys paid by him or her for his or her shares or debentures;
1. (h) an order varying or setting aside a transaction or contract to which a company is a party, and compensating the company or any other party to the transaction or contract;
1. (i) an order requiring a company, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 149 or an accounting in such other form as the court may determine;
1. (j) an order compensating an aggrieved person;
1. (k) an order directing rectification of the registers or other records of a company under section 244;
1. (l) an order winding-up and dissolving the company;
1. (m) an order directing an investigation under Division B of Part 5 to be made; or
1. (n) an order requiring the trial of any issue.

(4) If an order made under this section directs the amendment of the articles or bye-laws of a company—
1. (a) the directors shall comply with section 236(4); and
1. (b) no other amendment to the articles or bye-laws may be made without the consent of the court, until the court otherwise orders.

(5) A shareholder is not entitled under section 226 to dissent if an amendment to the articles is effected under this section.

(6) A company shall not make a payment to a shareholder under subsection (3)(f) or 3(g) if there are reasonable grounds for believing that—
1. (a) the company is unable or would, after the payment, be unable to pay its liabilities as they become due; or
1. (b) the realisable value of the company's assets would thereby be less than the aggregate of its liabilities.