Beck v Weinstock [2010] NSWSC 1068

Beck v Weinstock [2010] NSWSC 1068

The 'C' Class shares were not validly issued as redeemable preference shares because at the time of their issue there were no ordinary shares over which they could have preference; hence the purported redemption after Hedy's death was invalid and void.

Jurisdiction
Australia
Judgment Date
17 September 2010
Procedural Posture
Equity Proceeding Probate List / Final Judgment
Outcome
Prayers 9A and 9B - declarations granted; register rectification under prayer 9C; no compensation ordered.
Legal Topics
['share Capital' 'redeemable Preference Shares' 'share Register Rectification' 'corporate Constitution']
['corporations' 'equity' 'probate'] ['share Capital' 'redeemable Preference Shares' 'share Register Rectification' 'corporate Constitution']

Case Brief

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Procedural Posture

Equity Proceeding Probate List / Final Judgment

Legal Issues

  1. 1 ["Whether 8 'C' Class Redeemable Preference Shares in LWC were redeemable preference shares within the meaning of the Corporations Act 2001 (Cth)" 'Whether there was sufficient evidence of a resolution to redeem those shares' 'Whether redemption should have been at fair market value and whether fair market value exceeded the $8 paid']

Ratio Decidendi

The 'C' Class shares were not validly issued as redeemable preference shares because at the time of their issue there were no ordinary shares over which they could have preference; hence the purported redemption after Hedy's death was invalid and void.

Court Disposition

Prayers 9A and 9B - declarations granted; register rectification under prayer 9C; no compensation ordered.

Orders

  • ["Declaration that the 8 'C' Redeemable Preference Shares held by Hedy Jadwiga Weinstock in LWC were not preference shares under the Corporations Act and not able to be redeemed." 'Declaration that the purported redemption of such shares was void and of no effect.' 'Order under section 175 of the Corporations Act...