Asset Risk Management Ltd & Ors [1995] FCA 549

Asset Risk Management Ltd & Ors [1995] FCA 549

Because South Australian Asset Management Corporation had no shareholders and could not pass a special resolution, but was subject to the control and direction of the Treasurer of South Australia and the Treasurer's approval had been obtained as the nearest equivalent to a special resolution, and because all other requirements of s. 205(10) had been complied with, there was substantial compliance with s. 205(10) within the meaning of s. 205(11). The Monday lodgement after a Friday dispatch was also compliant because the intervening day next following fell on a Saturday.

Jurisdiction
Australia
Judgment Date
01 August 1995
Procedural Posture
Application Under S. 205(11) of the Corporations Law for Declarations That S. 205(10) Had Been Complied With in Relation to Proposed Giving of Financial Assistance / Reasons for Declarations Made by the Court
Outcome
Declarations made that the provisions of s. 205(10) of the Corporations Law had been complied with in relation to the proposed giving of financial assistance by each applicant.
Legal Topics
['financial Assistance for Acquisition of Own Shares' 'substantial Compliance With S. 205(10) of the Corporations Law' 'court Power to Declare Compliance Under S. 205(11) of the Corporations Law' 'meaning of "day Next Following"']
['corporations Law' 'statutory Interpretation'] ['financial Assistance for Acquisition of Own Shares' 'substantial Compliance With S. 205(10) of the Corporations Law' 'court Power to Declare Compliance Under S. 205(11) of the Corporations Law' 'meaning of "day Next Following"']

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Procedural Posture

Application Under S. 205(11) of the Corporations Law for Declarations That S. 205(10) Had Been Complied With in Relation to Proposed Giving of Financial Assistance / Reasons for Declarations Made by the Court

Legal Issues

  1. 1 ['Whether lodgement on the Monday after a Friday dispatch complied with the requirement in s. 205(10)(e) that documents be lodged not later than the day next following the day of dispatch.' 'Whether s. 205(10) of the Corporations Law had been substantially complied with where the ultimate holding company had no shareholders and could not pass a special resolution, but the Treasurer of South Australia had approved the proposed financial assistance.' 'Whether the Court should declare under s. 205(11) that s. 205(10) had been complied with in relation to the proposed giving of financial assistance.']

Ratio Decidendi

Because South Australian Asset Management Corporation had no shareholders and could not pass a special resolution, but was subject to the control and direction of the Treasurer of South Australia and the Treasurer's approval had been obtained as the nearest equivalent to a special resolution, and because all other requirements of s. 205(10) had been complied with, there was substantial compliance with s. 205(10) within the meaning of s. 205(11). The Monday lodgement after a Friday dispatch was also compliant because the intervening day next following fell on a Saturday.

Court Disposition

Declarations made that the provisions of s. 205(10) of the Corporations Law had been complied with in relation to the proposed giving of financial assistance by each applicant.

Orders

  • ['The provisions of s. 205(10) of the Corporations Law have been complied with in relation to the proposed giving of financial assistance by Asset Risk Management Limited in connection with the proposed sale by Southstate Investment Limited of all of the issued shares in Asset Risk Management Limited to Consolidated...