Keybridge Capital Limited v WAM Active Limited [2023] FCAFC 194

Keybridge Capital Limited v WAM Active Limited [2023] FCAFC 194

The primary judge's finding that the board acted for the stated purpose—shareholder participation and COVID-19 safety—was plainly open on the evidence, and there was no basis to infer improper purpose; the appeal fails as no appellable error was identified.

Parties
Appellant: Keybridge Capital Limited; Respondent: WAM Active Limited
Jurisdiction
Australia
Judgment Date
12 December 2023
Procedural Posture
Appeal / Judgment on Appeal
Outcome
Appeal dismissed
Legal Topics
Directors’ Powers, Improper Purpose, Meetings
Corporations Directors’ Powers Improper Purpose Meetings

Case Brief

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Parties

Keybridge Capital Limited

Appellant

WAM Active Limited

Respondent

Procedural Posture

Appeal / Judgment on Appeal

Legal Issues

  1. 1 Whether the directors of WAM Active Limited acted for an improper purpose in changing the venue of a general meeting from an in-person meeting to an online meeting under s 249F of the Corporations Act 2001 (Cth)

Ratio Decidendi

The primary judge's finding that the board acted for the stated purpose—shareholder participation and COVID-19 safety—was plainly open on the evidence, and there was no basis to infer improper purpose; the appeal fails as no appellable error was identified.

Court Disposition

Appeal dismissed

Orders

  • The appeal be dismissed.
  • The appellant file a written submission about costs within 7 days of this order, and the respondent reply within 14 days of this order.