In the matter of Bizpay Group Limited [2024] NSWSC 1480

In the matter of Bizpay Group Limited [2024] NSWSC 1480

The administrators established that the company has no residual equity and that shareholders, including Mr Whatmore, would not receive any return on a liquidation. The evidentiary basis for claims by Mr Whatmore and access to insurance was speculative and unquantified. The DOCA extinguishing such claims remains undisturbed, and delay in seeking to set aside the DOCA militates against a finding of unfair prejudice. Accordingly, the transfer of shares under s 444GA would not unfairly prejudice the interests of members, and the application is granted.

Parties
First Plaintiff, Joint and Several Deed Administrator: Jonathon Sherwood Keenan; First Plaintiff, Joint and Several Deed Administrator: Peter Paul Krejci; Second Plaintiff, Company: Bizpay Group Limited (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement); Proposed Transferee of Shares (not Applicant): BP New Start Holding Pty Ltd; Shareholder and Interested Party (objector): Mr Whatmore
Jurisdiction
Australia
Judgment Date
11 November 2024
Procedural Posture
Corporations Act Deed of Company Arrangement Application for Leave to Transfer Shares / Application for Leave Under S 444 GA of the Corporations Act 2001 (cth) Final Orders
Outcome
Relief under s 444GA of the Corporations Act 2001 (Cth) granted to Plaintiffs; leave to transfer all shares as proposed; associated orders made.
Legal Topics
Voluntary Administration, Deeds of Company Arrangement, Share Transfer Under S 444 GA, Shareholder Prejudice, Insurance for Company Claims
Corporations Law Equity Voluntary Administration Deeds of Company Arrangement Share Transfer Under S 444 GA Shareholder Prejudice Insurance for Company Claims

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 18 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Parties

Jonathon Sherwood Keenan

First Plaintiff, Joint and Several Deed Administrator

Peter Paul Krejci

First Plaintiff, Joint and Several Deed Administrator

Bizpay Group Limited (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement)

Second Plaintiff, Company

BP New Start Holding Pty Ltd

Proposed Transferee of Shares (not Applicant)

Mr Whatmore

Shareholder and Interested Party (objector)

Procedural Posture

Corporations Act Deed of Company Arrangement Application for Leave to Transfer Shares / Application for Leave Under S 444 GA of the Corporations Act 2001 (cth) Final Orders

Legal Issues

  1. 1 Whether there is residual equity in the company such that shareholders would be unfairly prejudiced by the proposed transfer of shares under s 444GA of the Corporations Act 2001 (Cth)
  2. 2 Whether potential shareholder claims for misrepresentations and access to D&O insurance give rise to unfair prejudice
  3. 3 Whether shareholders, particularly Mr Whatmore, are unfairly prejudiced in the context of the DOCA extinguishing claims

Ratio Decidendi

The administrators established that the company has no residual equity and that shareholders, including Mr Whatmore, would not receive any return on a liquidation. The evidentiary basis for claims by Mr Whatmore and access to insurance was speculative and unquantified. The DOCA extinguishing such claims remains undisturbed, and delay in seeking to set aside the DOCA militates against a finding of unfair prejudice. Accordingly, the transfer of shares under s 444GA would not unfairly prejudice the interests of members, and the application is granted.

Court Disposition

Relief under s 444GA of the Corporations Act 2001 (Cth) granted to Plaintiffs; leave to transfer all shares as proposed; associated orders made.

Orders

  • Plaintiffs granted leave under s 444GA of the Corporations Act 2001 (Cth) to transfer all shares in the company from each holder to BP New Start Holding Pty Ltd.
  • Other associated orders as sought by the Applicants.