Corporations & Securities
Ballantyne Suites Pty Ltd v Ballantyne Chambers Pty Ltd [2013] VSC 662
Corporations – Appeal from Associate Judge - Leave granted by Associate Judge to commence proceedings against company in liquidation – New trustee seeking leave to bring proceeding for transfer of trust assets from company in liquidation which was the former trustee - Relief sought by proposed plaintiff otherwise unavailable - Evidence as to existence of a serious matter for investigation – Liquidator opposed the granting of leave unless conditions imposed in relation to payment of his fees and expenses – Appeal dismissed - Corporations Act 2001 (Cth) s 471B – Assets held by company in liquidation as bare trustee - Liquidator seeking to be appointed as receiver of trust assets – Liquidator having no real interest - Trust assets not at risk – No evidence of mismanagement of trust property – No undertaking as to damages proffered - Application dismissed.
Cran (Administrator of Sher Furniture Pty Ltd) v Taylor [1996] VSC 196; CJV 33,445; BC9601711
Corporations – debentures – sale of shares – rectification of debenture – distinction between debenture and guarantee intended
Endresz v Whitehouse [1998] 3 VR 461; (1997) 139 FLR 359; (1997) 24 ACSR 208; (1997) 15 ACLC 936; [1997] VSC 23; BC9702797
Corporations - Takeovers - Acquisition of more than prescribed percentage of shares in company - Exception to prohibition - Charges under s11 and s53 of Companies (Acquisition of Shares) (Vic.) Code — Acquisition of more shares than permitted under ''creep" provision (s15) — Time at which acquiring company became "entitled" to original 50.18% holding of shares — When company "proposes to enter into an agreement" etc. within meaning of para(b) of subs7(4) — Charges under Securities Industry (Vic) Code — Whether person causing company selling and buying to itself shares at above market price, with deferred delivery, creates false and misleading appearance of active trading in securities, within s124 of Code — Whether letter giving only partially accurate version of "clearing the market" before the said exchange of shares amounts to false and misleading statement likely to maintain market price of securities within s125 of Code — Whether director of controlled subsidiary able to claim information is "confidential".
Huon Valley Springs Pty Ltd, Re [1986] TasR 112; (1986) 10 ACLR 883; (1986) 4 ACLC 575; [1986] TASSC 45
Corporations – receivership – scheme of arrangement – proxies – form of - whether admissible – statutory majority and value – Companies Code ss 315(1), (4)(a)(i)
Immunosearch Pty Ltd, Re (1990) 2 ACSR 455; (1990) 8 ACLC 1031; [1990] VSC 406; BC9000686
Corporations – Registration – reinstatement application – former director – standing – discretion of the court – relevant considerations – Companies Code s 459(6) – Appeal from Master adjourning case – appeal competent
Jervois Mining Limited; Campbell v Jervois Mining Limited [2009] FCA 316; BC200902215
Corporations – Application to inspect books of a company – s 247A and s 198F of the Corporations Act 2001 (Cth) – common law rights of inspection for directors – Company Register maintained electronically by agent – Register features live proxy count – good faith and proper purpose – company purpose and personal purpose – whether lobbying proxies proper purpose. Corporations Act 2001 (Cth): ss 9, 174, 198F, 233, 247, 320
Jervois Mining Limited; Campbell v Jervois Mining Limited [2009] FCA 401; BC200903150
Corporations – Extraordinary General Meeting – Appointment of proxy – whether Chairman in breach of direction given by proxy‑givers – validity of resolutions – s 250A(4)(c) of the Corporations Act 2001 (Cth) – proxy form and contract construction – whether Chairman’s intention construed as direction – Company Constitution – Common law duty of agency.
Lew v Coles Myer Limited & Anor (2002) 43 ACSR 432; [2002] VSC 535; BC200207302
Corporations – annual general meeting – proxies – director seeking to inspect proxy votes – conditions of such inspection
Milburn v Pivot Limited (1997) 78 FCR 472; (1997) 149 ALR 439; (1997) 25 ACSR 237; (1997) 15 ACLC 1520; [1997] FCA 1039; BC9705076
Corporations - Corporate finance - Giving of financial assistance for acquisition of own shares - Application opposing giving of financial assistance - Whether company gave financial assistance in connection with purchase of shares in company by entering into dividend reinvestment plan under which provided undertaking that purchaser obtain certain value of shares.
Strategic Management Australia AFL Pty Ltd & Anor v Precision Sports & Entertainment Group Pty Ltd & Ors [2016] VSC 303
Corporations – Whether directors and officers of corporation had duty to ensure that income received from managing AFL players extended to the expiry of the player’s contract with the football club – Whether duty to ensure that Representation Agreements were co-terminus with Player Contracts - Duty of care and diligence s 180(1) Corporations Act 2001 (Cth) – Whether director and officer in breach of duty by failing to secure income stream - Duty of good faith s 181(1) Corporations Act 2001 (Cth) – Whether director and officer in breach of duty by failing to secure income stream - Use of position and information s 182(1) and 183(1) Corporations Act 2001 (Cth) – Whether director and officer used their position and information in breach of the sections - Fiduciary duty – Whether director and officer in breach of fiduciary duty – Whether compensation payable -
Oppression – Whether capital raising to fund litigation with consequent dilution of shareholding oppressive – Whether capital raising contrary to interests of members as a whole or unfairly prejudicial or unfairly discriminatory against a member – Sections 232(d) & 232(e) Corporations Act 2001 (Cth)
Contract – Representation Agreement – Construction –Whether agent entitled to Fee only during the Term of the Representation Agreement or for the entire duration of the Player Contract if it is longer - Employment Contract – Oral – Terms to be implied – Whether a term to use reasonable care and skill – Whether a term to act honestly and in good faith – Whether terms breached by employees by failing to secure income stream
Ballantyne Suites Pty Ltd v Ballantyne Chambers Pty Ltd [2013] VSC 662
Corporations – Appeal from Associate Judge - Leave granted by Associate Judge to commence proceedings against company in liquidation – New trustee seeking leave to bring proceeding for transfer of trust assets from company in liquidation which was the former trustee - Relief sought by proposed plaintiff otherwise unavailable - Evidence as to existence of a serious matter for investigation – Liquidator opposed the granting of leave unless conditions imposed in relation to payment of his fees and expenses – Appeal dismissed - Corporations Act 2001 (Cth) s 471B – Assets held by company in liquidation as bare trustee - Liquidator seeking to be appointed as receiver of trust assets – Liquidator having no real interest - Trust assets not at risk – No evidence of mismanagement of trust property – No undertaking as to damages proffered - Application dismissed.
Cran (Administrator of Sher Furniture Pty Ltd) v Taylor [1996] VSC 196; CJV 33,445; BC9601711
Corporations – debentures – sale of shares – rectification of debenture – distinction between debenture and guarantee intended
Endresz v Whitehouse [1998] 3 VR 461; (1997) 139 FLR 359; (1997) 24 ACSR 208; (1997) 15 ACLC 936; [1997] VSC 23; BC9702797
Corporations - Takeovers - Acquisition of more than prescribed percentage of shares in company - Exception to prohibition - Charges under s11 and s53 of Companies (Acquisition of Shares) (Vic.) Code — Acquisition of more shares than permitted under ''creep" provision (s15) — Time at which acquiring company became "entitled" to original 50.18% holding of shares — When company "proposes to enter into an agreement" etc. within meaning of para(b) of subs7(4) — Charges under Securities Industry (Vic) Code — Whether person causing company selling and buying to itself shares at above market price, with deferred delivery, creates false and misleading appearance of active trading in securities, within s124 of Code — Whether letter giving only partially accurate version of "clearing the market" before the said exchange of shares amounts to false and misleading statement likely to maintain market price of securities within s125 of Code — Whether director of controlled subsidiary able to claim information is "confidential".
Huon Valley Springs Pty Ltd, Re [1986] TasR 112; (1986) 10 ACLR 883; (1986) 4 ACLC 575; [1986] TASSC 45
Corporations – receivership – scheme of arrangement – proxies – form of - whether admissible – statutory majority and value – Companies Code ss 315(1), (4)(a)(i)
Immunosearch Pty Ltd, Re (1990) 2 ACSR 455; (1990) 8 ACLC 1031; [1990] VSC 406; BC9000686
Corporations – Registration – reinstatement application – former director – standing – discretion of the court – relevant considerations – Companies Code s 459(6) – Appeal from Master adjourning case – appeal competent
Jervois Mining Limited; Campbell v Jervois Mining Limited [2009] FCA 316; BC200902215
Corporations – Application to inspect books of a company – s 247A and s 198F of the Corporations Act 2001 (Cth) – common law rights of inspection for directors – Company Register maintained electronically by agent – Register features live proxy count – good faith and proper purpose – company purpose and personal purpose – whether lobbying proxies proper purpose. Corporations Act 2001 (Cth): ss 9, 174, 198F, 233, 247, 320
Jervois Mining Limited; Campbell v Jervois Mining Limited [2009] FCA 401; BC200903150
Corporations – Extraordinary General Meeting – Appointment of proxy – whether Chairman in breach of direction given by proxy‑givers – validity of resolutions – s 250A(4)(c) of the Corporations Act 2001 (Cth) – proxy form and contract construction – whether Chairman’s intention construed as direction – Company Constitution – Common law duty of agency.
Lew v Coles Myer Limited & Anor (2002) 43 ACSR 432; [2002] VSC 535; BC200207302
Corporations – annual general meeting – proxies – director seeking to inspect proxy votes – conditions of such inspection
Milburn v Pivot Limited (1997) 78 FCR 472; (1997) 149 ALR 439; (1997) 25 ACSR 237; (1997) 15 ACLC 1520; [1997] FCA 1039; BC9705076
Corporations - Corporate finance - Giving of financial assistance for acquisition of own shares - Application opposing giving of financial assistance - Whether company gave financial assistance in connection with purchase of shares in company by entering into dividend reinvestment plan under which provided undertaking that purchaser obtain certain value of shares.
Strategic Management Australia AFL Pty Ltd & Anor v Precision Sports & Entertainment Group Pty Ltd & Ors [2016] VSC 303
Corporations – Whether directors and officers of corporation had duty to ensure that income received from managing AFL players extended to the expiry of the player’s contract with the football club – Whether duty to ensure that Representation Agreements were co-terminus with Player Contracts - Duty of care and diligence s 180(1) Corporations Act 2001 (Cth) – Whether director and officer in breach of duty by failing to secure income stream - Duty of good faith s 181(1) Corporations Act 2001 (Cth) – Whether director and officer in breach of duty by failing to secure income stream - Use of position and information s 182(1) and 183(1) Corporations Act 2001 (Cth) – Whether director and officer used their position and information in breach of the sections - Fiduciary duty – Whether director and officer in breach of fiduciary duty – Whether compensation payable -
Oppression – Whether capital raising to fund litigation with consequent dilution of shareholding oppressive – Whether capital raising contrary to interests of members as a whole or unfairly prejudicial or unfairly discriminatory against a member – Sections 232(d) & 232(e) Corporations Act 2001 (Cth)
Contract – Representation Agreement – Construction –Whether agent entitled to Fee only during the Term of the Representation Agreement or for the entire duration of the Player Contract if it is longer - Employment Contract – Oral – Terms to be implied – Whether a term to use reasonable care and skill – Whether a term to act honestly and in good faith – Whether terms breached by employees by failing to secure income stream
