In the matter of Hills Limited [2023] NSWSC 1308

In the matter of Hills Limited [2023] NSWSC 1308

Leave to transfer shares under s 444GA was granted because the shares in Hills Limited had no value, there was no prospect of a return to shareholders in any outcome, no shareholder objected, and the requirements of the statute and authorities as to absence of unfair prejudice were satisfied.

Jurisdiction
Australia
Judgment Date
01 November 2023
Procedural Posture
Application Under Corporations Act S 444 GA (corporate Insolvency/doca) / Judgment on Contested (unopposed) Application for Leave to Transfer Shares
Outcome
Plaintiffs granted leave under s 444GA to transfer shares; ancillary machinery orders made under s 447A
Legal Topics
['voluntary Administration' 'deed of Company Arrangement' 'transfer of Shares Under S 444 Ga' 'unfair Prejudice to Shareholders']
['corporations Law' 'insolvency'] ['voluntary Administration' 'deed of Company Arrangement' 'transfer of Shares Under S 444 Ga' 'unfair Prejudice to Shareholders']

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Procedural Posture

Application Under Corporations Act S 444 GA (corporate Insolvency/doca) / Judgment on Contested (unopposed) Application for Leave to Transfer Shares

Legal Issues

  1. 1 ['Whether leave should be granted under s 444GA of the Corporations Act 2001 (Cth) to allow the transfer of shares in Hills Limited to Starplex International Pty Ltd' "Whether the proposed transfer would unfairly prejudice the interests of Hills Limited's members"]

Ratio Decidendi

Leave to transfer shares under s 444GA was granted because the shares in Hills Limited had no value, there was no prospect of a return to shareholders in any outcome, no shareholder objected, and the requirements of the statute and authorities as to absence of unfair prejudice were satisfied.

Court Disposition

Plaintiffs granted leave under s 444GA to transfer shares; ancillary machinery orders made under s 447A

Orders

  • ['Leave granted under s 444GA of the Corporations Act 2001 (Cth) for plaintiffs to transfer all shares in Hills Limited to Starplex International Pty Ltd or its nominee' 'Ancillary orders to facilitate the share transfer, including execution of documents and registration of transfer by administrators']