Lewis, in the matter of Diverse Barrel Solutions Pty Ltd (Subject to a Deed of Company Arrangement) [2014] FCA 53

Lewis, in the matter of Diverse Barrel Solutions Pty Ltd (Subject to a Deed of Company Arrangement) [2014] FCA 53

Leave was granted under s 444GA(3) of the Corporations Act because the evidence established that the shares had no residual value, the company was insolvent, affected shareholders consented, and the transfer would not unfairly prejudice members. Liquidation would yield no return for members or unsecured creditors, while the Deed of Company Arrangement would allow majority of creditors to receive payment in full, meeting the statutory requirements for leave to transfer shares.

Jurisdiction
Australia
Judgment Date
07 February 2014
Procedural Posture
Corporations Law Application / Application for Leave to Transfer Shares Under Deed of Company Arrangement
Outcome
Leave granted to applicants to transfer all shares in Diverse Barrel Solutions Pty Ltd not already held by Pinara Group Pty Ltd to Pinara Group Pty Ltd or its nominee.
Legal Topics
['transfer of Shares Under Deed of Company Arrangement' 'unfair Prejudice' 'rights of Members' 'voluntary Administration']
['corporations Law' 'insolvency'] ['transfer of Shares Under Deed of Company Arrangement' 'unfair Prejudice' 'rights of Members' 'voluntary Administration']

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Procedural Posture

Corporations Law Application / Application for Leave to Transfer Shares Under Deed of Company Arrangement

Legal Issues

  1. 1 ['Whether leave should be granted to deed administrators to transfer shares in Diverse Barrel Solutions Pty Ltd not already held by Pinara Group Pty Ltd to Pinara Group Pty Ltd or its nominee under section 444GA of the Corporations Act' 'Whether the transfer would unfairly prejudice interests of members of the company']

Ratio Decidendi

Leave was granted under s 444GA(3) of the Corporations Act because the evidence established that the shares had no residual value, the company was insolvent, affected shareholders consented, and the transfer would not unfairly prejudice members. Liquidation would yield no return for members or unsecured creditors, while the Deed of Company Arrangement would allow majority of creditors to receive payment in full, meeting the statutory requirements for leave to transfer shares.

Court Disposition

Leave granted to applicants to transfer all shares in Diverse Barrel Solutions Pty Ltd not already held by Pinara Group Pty Ltd to Pinara Group Pty Ltd or its nominee.

Orders

  • ['Martin David Lewis and Timothy David Mableson (the deed administrators) have leave, jointly or severally, to transfer all of the shares in Diverse Barrel Solutions Pty Ltd (subject to deed of company arrangement) ACN 106 313 080 not already owned by Pinara Group Pty Ltd to Pinara Group Pty Ltd ACN 065 392 029 or...