Ford (Administrator), in the matter of The PAS Group Limited (Subject to Deed of Company Arrangement) [2020] FCA 1873

Ford (Administrator), in the matter of The PAS Group Limited (Subject to Deed of Company Arrangement) [2020] FCA 1873

Because the shares in PAS Group have no value, the company has no residual value to members, members would not receive any distribution in liquidation, and liquidation is the only alternative to the proposed transfer, the transfer does not unfairly prejudice the interests of members; leave to transfer the shares under s 444GA is granted.

Parties
Plaintiffs: Martin Francis Ford, Stephen Graham Longley and David Laurence McEvoy, in their capacity as joint and several Deed Administrators of The PAS Group Limited (Subject to Deed of Company Arrangement) and each of the companies named in the Schedule
Jurisdiction
Australia
Judgment Date
18 December 2020
Procedural Posture
Corporations – Application for Leave to Transfer Shares Under Deed of Company Arrangement / Final Hearing and Orders
Outcome
Leave granted to transfer shares under s 444GA; confidentiality order made; no order as to costs.
Legal Topics
Deeds of Company Arrangement, Share Transfer Under S 444 GA, Administration, Liquidation Alternatives, Creditor Returns
Corporations Law Corporate Insolvency Deeds of Company Arrangement Share Transfer Under S 444 GA Administration Liquidation Alternatives Creditor Returns

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 5 Party arguments 2 Amounts and remedies 4
Sign in to unlock

Parties

Martin Francis Ford, Stephen Graham Longley and David Laurence McEvoy, in their capacity as joint and several Deed Administrators of The PAS Group Limited (Subject to Deed of Company Arrangement) and each of the companies named in the Schedule

Plaintiffs

Procedural Posture

Corporations – Application for Leave to Transfer Shares Under Deed of Company Arrangement / Final Hearing and Orders

Legal Issues

  1. 1 Whether leave should be granted under s 444GA(1)(b) of the Corporations Act 2001 (Cth) to transfer all issued shares in the PAS Group Limited from current members to PAS Group International Pty Ltd
  2. 2 Whether the proposed transfer unfairly prejudices the interests of members of the company

Ratio Decidendi

Because the shares in PAS Group have no value, the company has no residual value to members, members would not receive any distribution in liquidation, and liquidation is the only alternative to the proposed transfer, the transfer does not unfairly prejudice the interests of members; leave to transfer the shares under s 444GA is granted.

Court Disposition

Leave granted to transfer shares under s 444GA; confidentiality order made; no order as to costs.

Orders

  • Leave granted to Plaintiffs to transfer all issued shares in The PAS Group Limited to PAS Group International Pty Ltd pursuant to s 444GA(1)(b) of the Corporations Act 2001 (Cth).
  • Plaintiffs may execute share transfer forms and associated documents and enter PAS Group International into the register of members.