More Than a Job Title: When Courts Look at What Was Actually Done
Date: 14 October 2026
Authors: Wayne Poh - Genuine People
Key takeaway: In a shareholder oppression case, a person’s actual involvement in managing company affairs can matter more than their formal title. Lao v Taing illustrates why people who assume responsibility for transactions and company funds may face court orders even if they are not directors.
A decision of the Victorian Court of Appeal earlier this year, in an oppression case, serves as a timely reminder that, in assessing a person’s role and responsibilities, courts may look beyond formal titles to the substance of what that person actually did.
While directors are often the focus of corporate disputes, the case of Lao v Taing [2026] VSCA 131 demonstrates that courts may, where appropriate, scrutinise the conduct of individuals who take an active role in managing transactions or company affairs.
The facts in Lao v Taing
- A family property venture conducted through a unit trust and corporate trustee.
- The property was acquired for $3 million and later sold for $11 million.
- Following settlement, substantial payments were made from the sale proceeds to third parties who were later found not to be entitled to those funds.
A central issue was the role played by Marintha Lao. Although she was not a director of the corporate trustee, she was the company secretary and was heavily involved in the management of the transaction and the application of settlement funds.
The decision: actual responsibilities, not merely a title
On appeal, Marintha Lao argued, among other things, that she was merely implementing directions given to her by the company’s director.
The Court rejected that argument.
The Court referred to a number of matters, including that she:
- held a power of attorney authorising her to act on behalf of the company in relation to the property;
- had, in effect, assumed responsibilities previously undertaken by the project manager;
- was primarily responsible for effecting transactions through the company’s bank accounts;
- had extensive involvement in the sale process;
- was principally responsible for instructing the solicitors handling the conveyance;
- accepted that investors relied upon her in relation to the application of settlement funds; and
- was responsible for directing how settlement funds were distributed.
Marintha Lao was ordered to purchase the shares and units of the minority shareholder and unit trust holder in the amount of $936,491.80.
Why this matters for family businesses and private ventures
- Many family businesses and closely held ventures do not operate in accordance with strict corporate structures. Significant responsibilities are often assumed by individuals who are not directors but nevertheless play an important role in transactions and decision-making.
- It is open to the Court to make orders against someone based on their actual role rather than solely on their title.
It is also a useful reminder for participants in family businesses and private ventures to ensure that responsibilities are clearly understood and appropriately documented. When disputes arise, courts may closely examine who was actually making decisions, giving instructions and overseeing the movement of funds.
Frequently asked questions
Shareholder oppression involves conduct of a company’s affairs that is oppressive, unfairly prejudicial or unfairly discriminatory to a member. A disagreement about a business decision does not, by itself, establish oppression. The court considers the circumstances and whether there has been unfair treatment.
Read more about oppression of minority shareholders.
Yes, in appropriate circumstances. Lao v Taing illustrates that a person who is not a director may face orders where their actual involvement in the company’s affairs supports that outcome. The assessment depends on the person’s conduct, responsibilities and the facts of the case.
Not necessarily. In Lao v Taing, the Court rejected the argument that Marintha Lao was merely implementing the director’s instructions. It examined her actual responsibilities, including her involvement in the sale, instructions to solicitors and distribution of settlement funds.
Family businesses should clearly document who can make decisions, give instructions, authorise payments and manage transactions. Those records should reflect how the business operates in practice. Clear documentation supports accountability, but courts may also examine what the people involved actually did.
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