Lindholm, in the matter of Munday Group Pty Limited (Receivers and Managers Appointed) (In Liquidation) v Tsourlinis Distributors Pty Ltd [2010] FCA 1488

Lindholm, in the matter of Munday Group Pty Limited (Receivers and Managers Appointed) (In Liquidation) v Tsourlinis Distributors Pty Ltd [2010] FCA 1488

Leave was granted because Taylor McKay was insolvent, the shares had no economic value, Mr Munday would receive nothing in either a winding up or under the DOCA, and the only asserted value of the shares was tactical value, which s 444GA(3) is not designed to protect; therefore the transfer would not unfairly prejudice the shareholder.

Jurisdiction
Australia
Judgment Date
21 December 2010
Procedural Posture
Application by Deed Administrators Under S 444 Ga(1) of the Corporations Act 2001 (cth) for Leave to Transfer Shares in a Deed Company / Interlocutory Process Filed on 14 December 2010; Orders and Reasons for Judgment on 21 December 2010
Outcome
Application granted.
Legal Topics
['deed Administrator' 'deed of Company Arrangement' 'transfer of Shares' 'sale of Assets' 'receivers and Managers']
['corporations' 'insolvency'] ['deed Administrator' 'deed of Company Arrangement' 'transfer of Shares' 'sale of Assets' 'receivers and Managers']

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Procedural Posture

Application by Deed Administrators Under S 444 Ga(1) of the Corporations Act 2001 (cth) for Leave to Transfer Shares in a Deed Company / Interlocutory Process Filed on 14 December 2010; Orders and Reasons for Judgment on 21 December 2010

Legal Issues

  1. 1 ['Whether the deed administrators should be granted leave under s 444GA(1) of the Corporations Act 2001 (Cth) to transfer all shares in Taylor McKay Pty Ltd to Walson Group Pty Ltd or its nominee.' 'Whether the proposed transfer would unfairly prejudice the interests of the shareholder, Mr Munday, within s 444GA(3).']

Ratio Decidendi

Leave was granted because Taylor McKay was insolvent, the shares had no economic value, Mr Munday would receive nothing in either a winding up or under the DOCA, and the only asserted value of the shares was tactical value, which s 444GA(3) is not designed to protect; therefore the transfer would not unfairly prejudice the shareholder.

Court Disposition

Application granted.

Orders

  • ['John Ross Lindholm and Peter Damien McCluskey (the deed administrators) have leave, jointly or severally, to transfer all of the shares in Taylor McKay Pty Ltd (subject to deed of company arrangement) (receivers and managers appointed) (ACN 118 950 244) to Walson Group Pty Ltd ACN 115 597 254 or its nominee.' "The...