McEvoy, in the matter of KHC Group Pty Limited (Subject to Deed of Company Arrangement) [2023] FCA 1006

McEvoy, in the matter of KHC Group Pty Limited (Subject to Deed of Company Arrangement) [2023] FCA 1006

Leave is granted for the transfer of shares as the DOCA provides for a materially better return to creditors than liquidation, and members are highly unlikely to receive a return in winding up; no unfair prejudice is established to members.

Jurisdiction
Australia
Judgment Date
24 August 2023
Procedural Posture
Corporations – Application for Leave to Transfer Shares Under Deed of Company Arrangement / Judgment on Application for Leave to Transfer Shares
Outcome
Leave granted for share transfer under s 444GA(1)(b) of the Corporations Act 2001 (Cth); ancillary machinery orders made; orders stayed for seven business days; costs be costs and expenses in the deed administration.
Legal Topics
['application for Leave to Transfer Shares' 'deed of Company Arrangement (doca)' 'unfair Prejudice to Members' 'machinery Orders for Share Transfer']
['corporations Law' 'corporate Insolvency'] ['application for Leave to Transfer Shares' 'deed of Company Arrangement (doca)' 'unfair Prejudice to Members' 'machinery Orders for Share Transfer']

Case Brief

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Procedural Posture

Corporations – Application for Leave to Transfer Shares Under Deed of Company Arrangement / Judgment on Application for Leave to Transfer Shares

Legal Issues

  1. 1 ['Whether leave should be granted under s 444GA(1)(b) of the Corporations Act 2001 (Cth) to transfer shares as a condition precedent of DOCA' 'Whether the share transfer would unfairly prejudice the interests of members of the company']

Ratio Decidendi

Leave is granted for the transfer of shares as the DOCA provides for a materially better return to creditors than liquidation, and members are highly unlikely to receive a return in winding up; no unfair prejudice is established to members.

Court Disposition

Leave granted for share transfer under s 444GA(1)(b) of the Corporations Act 2001 (Cth); ancillary machinery orders made; orders stayed for seven business days; costs be costs and expenses in the deed administration.

Orders

  • ['Pursuant to s 444GA(1)(b), leave granted to first and second applicants to transfer 50 fully paid ordinary shares in the third applicant held by Mr Coleman to Mr Mostyn in accordance with clause 4.1 of the DOCA dated 10 July 2023.' "Pursuant to s 447A(1) and s 90-15(1) of the Insolvency Practice Schedule...