XPost: aus.legal, misc.legal   
      
   > "Unknown"  wrote in message   
      
   >> Commonly, disputes in a small family held company, are resolved by a   
   >> winding-up order.   
   >>   
   >> Surely it's not for the majority controllers to do their own   
   >> winding-up, and transfer the assets to their own back-pocket company.   
   >>   
   >> I would expect the winding up to be controlled/supervised by the state;   
   >> like a will is executed in a controlled manner.   
   >   
   > The execution of a will, and the administration of a will, is not   
   > controlled/supervised by the state.  It's a private matter,   
   > controlled/supervised by those properly entitled to the estate and by   
   > the executor.  There is one step, probate, where the state is involved,   
   > but it's not mandatory in the sense that it is required by law.  A court   
   > used to do probate, but it's now done by the executive government.  All   
   > it means is that an independent authority says that it looks like the   
   > will was duly executed, with certain legal consequences for the   
   > subsequent administration of the estate.  There is no further control or   
   > supervision by the probate authority.  Any dispute between the parties   
   > involved can be raised in a court in the usual way.   
   >   
   >> How does it work?   
   >> Eg. to ensure that the major assets are sold at market related prices   
   >> and the residual is distributed to the shareholders pro-rata.   
   >   
   > A winding-up order can be sought from the court to resolve a dispute in   
   > a small family held company.  It is used where the dispute (a private   
   > matter) can't be resolved between the parties by negotiation.  The court   
   > will manage the winding-up.   
      
   How will the court "manage the winding-up"?   
   Where is the applicable legislation/rules, that I can read?   
   The matter originates from a step child conflict, where the majority tried   
   to force the 20% holder to sell his shares at 16% of the 2010   
   auction-tested price: an office building property.   
      
   Now the 80% 4 siblings say "we're selling the property, but not the company   
   [with an arrangement to keep mamaging it, for 1 year] don't worry, you'll   
   get your 20% of the price".   
      
   What's to stop them from selling the property to their own separate company,   
   at a below market price?   
      
   ==TIA   
      
   --- SoupGate-Win32 v1.05   
    * Origin: you cannot sedate... all the things you hate (1:229/2)