In the matter of Westfield Holdings Limited & ors; In the matter of RE1 Limited (ABN 80 145 743 862) and RE2 Limited as responsible entities for Westfield Retail Trust 1 and Westfield Retail Trust 2 [2014] NSWSC 158

In the matter of Westfield Holdings Limited & ors; In the matter of RE1 Limited (ABN 80 145 743 862) and RE2 Limited as responsible entities for Westfield Retail Trust 1 and Westfield Retail Trust 2 [2014] NSWSC 158

The Court was satisfied that jurisdictional requirements were fulfilled, explanatory materials were comprehensive and verified, and there were no apparent obstacles to approval of the proposed schemes; therefore, the plaintiffs were justified in convening meetings of security holders and distributing explanatory materials, and proposed trust amendments were within the power of the trustees.

Jurisdiction
Australia
Judgment Date
11 April 2014
Procedural Posture
Corporations Interlocutory Applications / Application for Judicial Advice and Order to Convene Meetings
Outcome
Plaintiffs justified in convening meetings and distributing explanatory material; orders made as sought.
Legal Topics
['schemes of Arrangement' 'judicial Advice' 'managed Investment Schemes' 'trustee Powers' 'corporate Restructuring']
['corporations Law' 'equity' 'trusts'] ['schemes of Arrangement' 'judicial Advice' 'managed Investment Schemes' 'trustee Powers' 'corporate Restructuring']

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Procedural Posture

Corporations Interlocutory Applications / Application for Judicial Advice and Order to Convene Meetings

Legal Issues

  1. 1 ['Whether the plaintiffs are justified in convening meetings of security holders to consider restructuring schemes' "Whether proposed constitutional amendments are within trustees' powers" 'Adequacy of explanatory materials distributed to security holders']

Ratio Decidendi

The Court was satisfied that jurisdictional requirements were fulfilled, explanatory materials were comprehensive and verified, and there were no apparent obstacles to approval of the proposed schemes; therefore, the plaintiffs were justified in convening meetings of security holders and distributing explanatory materials, and proposed trust amendments were within the power of the trustees.

Court Disposition

Plaintiffs justified in convening meetings and distributing explanatory material; orders made as sought.

Orders

  • ['Westfield Holdings Limited to convene Scheme Meeting of shareholders to consider scheme of arrangement.' 'Security Holder Booklets approved for distribution subject to minor amendment.' 'Specific persons appointed as chair of meetings.' 'Trustee advice provided justifying convening of meetings for trust...