Park, in the matter of Ellume Ltd (Subject to Deed of Company Arrangement) [2023] FCA 133

Park, in the matter of Ellume Ltd (Subject to Deed of Company Arrangement) [2023] FCA 133

Leave should be granted under s 444GA(1)(b) of the Corporations Act as the share transfer would not unfairly prejudice members: the shares have no residual value in liquidation, and completion of the DOCA provides a better outcome for creditors and continuation of the business, with no realistic alternative for members to obtain any value.

Jurisdiction
Australia
Judgment Date
22 February 2023
Procedural Posture
Corporations Application Under S 444 Ga(1)(b) of the Corporations Act 2001 (cth) / Application for Court Leave to Transfer Shares
Outcome
Leave to transfer all existing shares in Ellume Ltd to Hough Consolidated Pty Ltd (or its nominee) under s 444GA(1)(b) granted; ancillary and cost orders made.
Legal Topics
['deed of Company Arrangement (doca)' 'transfer of Shares Under Administration' 'unfair Prejudice to Members' 'shareholder Rights in Insolvency']
['corporations Law' 'corporate Insolvency'] ['deed of Company Arrangement (doca)' 'transfer of Shares Under Administration' 'unfair Prejudice to Members' 'shareholder Rights in Insolvency']

Case Brief

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Procedural Posture

Corporations Application Under S 444 Ga(1)(b) of the Corporations Act 2001 (cth) / Application for Court Leave to Transfer Shares

Legal Issues

  1. 1 ['Whether leave should be granted under s 444GA(1)(b) of the Corporations Act 2001 to transfer all shares in Ellume Ltd to Hough Consolidated Pty Ltd or its nominee' 'Whether the proposed transfer would unfairly prejudice members of the company']

Ratio Decidendi

Leave should be granted under s 444GA(1)(b) of the Corporations Act as the share transfer would not unfairly prejudice members: the shares have no residual value in liquidation, and completion of the DOCA provides a better outcome for creditors and continuation of the business, with no realistic alternative for members to obtain any value.

Court Disposition

Leave to transfer all existing shares in Ellume Ltd to Hough Consolidated Pty Ltd (or its nominee) under s 444GA(1)(b) granted; ancillary and cost orders made.

Orders

  • ['Pursuant to s 444GA(1)(b) of the Corporations Act 2001 (Cth), leave is granted to transfer all existing shares in Ellume Ltd to Hough Consolidated Pty Ltd or its nominee in accordance with the DOCA.' 'Pursuant to s 447A(1) of the Corporations Act and s 90-15(1) of the Insolvency Practice Schedule (Corporations),...