Importantly, the idea that a small family Pty. does NOT follow the 'corporate veil' concept that applies to big companies; i.e. that Courts can't come to the rescue of and unhappy investor and that provided actions are according to the company rules [articles & memorandum] the majority must prevail; has only been establish for a few decades - especially when the minority was bequeathed his shares. And recent cases recognise that when the share holders are closely related, the 'quasi-partnership' principle applies. Which means that strong fiduciary duty applies between share holders, and the majority can't just extract all profits for their [self voted] directorship fees.
Against this background, and the minority's wrong admission that 'he didn't have any protection from the law', by way of pleadings in a will litigation related to the shares transfer, the majority were emboldended to unfairly screw the minority.
The Pty's assets are a rental commercial property. The majority offered the minority X for his shares - in writing. And later the auditor 'negotiated' and offered 2X, and told "even if its worth 10X, you'll never get paid that".
At the will rectification the Judge urged that the parties accept a neutral evaluation for a buyout, which is exactly what the minority wants/ed, but that Judge could NOT order this, since the case was about a will rectification and not share sales. The majority refused and were further emboldened.
IMO the auditor is just naturally following his pay masters: the majority controllers.
Q1: does the auditor, by law have a fiduciary duty to know that the articles gives him the responsibility to 'arbitrate' on the share price ?
Q2: is he not seen to be failing in his fiduciary duty when the neutrally evaluated price is multiples of the offered price, which he's put in hand writing ? Q3: could I sue him in small claims court, just as a warm up, and to establish 'their' thinking, before I apply for relief under the 'quasi partnership' principle ? == TIA.