Australand Holdings Limited, Australand Property Limited, Australand Wholesale Investments Limited, Australand Wholesale Investments Limited [2005] NSWSC 835

Australand Holdings Limited, Australand Property Limited, Australand Wholesale Investments Limited, Australand Wholesale Investments Limited [2005] NSWSC 835

The responsible entities of the managed investment schemes are justified in convening scheme meetings and that the proposed scheme of arrangement and associated proposals can proceed to consideration by the relevant members. The concerns regarding minority expropriation and trustee contracting with itself do not...

Source-derived case information.

Parties
Plaintiff: Australand Holdings Limited; Plaintiff: Australand Property Limited; Plaintiff: Australand Wholesale Investments Limited
Jurisdiction
Australia
Judgment Date
18 August 2005
Procedural Posture
Corporations Managed Investment Schemes / Orders for Convening of Meetings of Members for Scheme of Arrangement and Judicial Advice to Responsible Entities
Outcome
Orders made
Legal Topics
Managed Investment Schemes, Scheme of Arrangement, Judicial Advice, Compulsory Acquisition, Voting of Scheme Members
Corporations Law Equity Managed Investment Schemes Scheme of Arrangement Judicial Advice Compulsory Acquisition Voting of Scheme Members

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Parties

Australand Holdings Limited

Plaintiff

Australand Property Limited

Plaintiff

Australand Wholesale Investments Limited

Plaintiff

Procedural Posture

Corporations Managed Investment Schemes / Orders for Convening of Meetings of Members for Scheme of Arrangement and Judicial Advice to Responsible Entities

Legal Issues

  1. 1 Whether responsible entities are justified in convening meetings of unit holders to consider merger/scheme proposals
  2. 2 Whether Gambotto v WCP Limited principles regarding expropriation and member protection apply to managed investment schemes
  3. 3 Whether trustee may contract with itself in different capacities as responsible entity of two trusts

Ratio Decidendi

The responsible entities of the managed investment schemes are justified in convening scheme meetings and that the proposed scheme of arrangement and associated proposals can proceed to consideration by the relevant members. The concerns regarding minority expropriation and trustee contracting with itself do not preclude taking the proposals to members, and valuation for voting purposes is to be determined under s.253F(c) as the interests are not 'quoted' independently.

Court Disposition

Orders made

Orders

  • Orders for convening meeting of Australand Holdings Limited shareholders to consider scheme of arrangement under s.411(1) Corporations Act 2001 (Cth)
  • Orders that responsible entities of Australand Property Trust, Australand Wholesale Property Trust No 4, and Australand Wholesale Property Trust No 5 justified in convening meetings of members for proposals as put forth in minutes/orders initialed and dated in proceedings 4293/05, 4294/05, 4295/05, and 4296/05