AMP Life Ltd v AMP Capital Funds Management Ltd & Anor [2016] NSWCA 176

AMP Life Ltd v AMP Capital Funds Management Ltd & Anor [2016] NSWCA 176

Section 253E of the Corporations Act 2001 (Cth), construed in light of its language, context and prophylactic purpose, treats the responsible entity and its associates as a group for the relevant voting disentitlement. If the responsible entity or any associate has an interest in the resolution or matter other than as a member, the voting power of all members of that group is neutralised. Because AMP Capital had such a non-member interest in the proposed resolutions and AMP Life was its associate, AMP Life was not entitled to vote its interests on those resolutions. The appeal failed, and the circumstances justifying the first-instance costs approach did not apply on appeal, so AMP Life...

Jurisdiction
Australia
Judgment Date
26 July 2016
Procedural Posture
Appeal Concerning Registered Managed Investment Scheme Voting Rights and Costs / Appeal From Orders of Brereton J in the Supreme Court of New South Wales, Equity Division, Corporations List; Appeal Dismissed and Costs Determined
Outcome
Appeal dismissed.
Legal Topics
['registered Managed Investment Scheme' 'responsible Entity' 'associates' 'voting Rights' 'corporations Act 2001 (cth), S 253 E' 'statutory Construction' 'costs on Appeal' 'trust Costs']
['corporations' 'civil Procedure' 'trusts'] ['registered Managed Investment Scheme' 'responsible Entity' 'associates' 'voting Rights' 'corporations Act 2001 (cth), S 253 E' 'statutory Construction' 'costs on Appeal' 'trust Costs']

Case Brief

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Procedural Posture

Appeal Concerning Registered Managed Investment Scheme Voting Rights and Costs / Appeal From Orders of Brereton J in the Supreme Court of New South Wales, Equity Division, Corporations List; Appeal Dismissed and Costs Determined

Legal Issues

  1. 1 ['Whether s 253E of the Corporations Act 2001 (Cth) precludes an associate of the responsible entity from voting on a resolution when the responsible entity, but not that associate, has an interest in the resolution other than as a member.' 'Whether AMP Life Limited was precluded by s 253E from voting on the proposed resolutions at the meeting of members of the AMP Capital China Growth Fund.' 'Whether the analogy with "testator\'s fault" probate proceedings should apply to costs of the appeal.']

Ratio Decidendi

Section 253E of the Corporations Act 2001 (Cth), construed in light of its language, context and prophylactic purpose, treats the responsible entity and its associates as a group for the relevant voting disentitlement. If the responsible entity or any associate has an interest in the resolution or matter other than as a member, the voting power of all members of that group is neutralised. Because AMP Capital had such a non-member interest in the proposed resolutions and AMP Life was its associate, AMP Life was not entitled to vote its interests on those resolutions. The appeal failed, and the circumstances justifying the first-instance costs approach did not apply on appeal, so AMP Life...

Court Disposition

Appeal dismissed.

Orders

  • ['Appeal dismissed.' 'Order that the first respondent be indemnified for its costs of the appeal out of the assets of the AMP Capital China Growth Fund.' "Order that the second respondent's costs of the appeal be paid by the appellant."]