4.4.4.6 An act or omission

It is not difficult to understand that ignoring the duties which should be observed can amount to unfairly prejudicial conduct. In Shooter, the majority shareholder also acted as the only director, ran the company without formal administration for years: failed to hold annual general meetings, did not prepare annual accounts, and called extraordinary general meetings without giving sufficient notice.1 In Scottish Co-operative Wholesale Society, the directors did not actively carry out oppressive actions, but they did not inform the minority shareholders in the subsidiary that the parent company planned to have the business in the subsidiary deteriorate.2 The three directors "put their duty to the co-operative society above their duty to the textile company in this sense, at least, that they did nothing to defend the interests of the textile company against the conduct of the co-operative society."3 Their passive attitude and no-conduct practice also amounted to unfairly prejudicial behaviour.4