Keybridge Capital Limited v WAM Active Limited [2023] FCA 339

Keybridge Capital Limited v WAM Active Limited [2023] FCA 339

The directors of WAM Active were empowered under the company's constitution and the Corporations Act to change the venue of the s 249F general meeting to a wholly virtual meeting, and did so for proper purposes—to facilitate participation and minimize health risks due to the pandemic. The powers were not exercised...

Source-derived case information.

Parties
Plaintiff: Keybridge Capital Limited; Defendant: WAM Active Limited
Jurisdiction
Australia
Judgment Date
17 April 2023
Procedural Posture
Corporations Proceeding / Judgment After Final Hearing
Outcome
Plaintiff's originating application dismissed with costs
Legal Topics
General Meetings of Companies, Change of Meeting Venue, Shareholder Rights, Virtual Meetings, Directors' Powers, Proper Purpose of Directors, COVID 19 Measures
Corporations Law General Meetings of Companies Change of Meeting Venue Shareholder Rights Virtual Meetings Directors' Powers Proper Purpose of Directors COVID 19 Measures

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Summary, issues, holding and outcome

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Parties

Keybridge Capital Limited

Plaintiff

WAM Active Limited

Defendant

Procedural Posture

Corporations Proceeding / Judgment After Final Hearing

Legal Issues

  1. 1 Whether the company had power to change the venue of a physical general meeting called by a member to an online meeting
  2. 2 Whether the power to change the venue was validly exercised
  3. 3 Whether the company's directors acted for a proper purpose under the Corporations Act 2001 (Cth) s 249F

Ratio Decidendi

The directors of WAM Active were empowered under the company's constitution and the Corporations Act to change the venue of the s 249F general meeting to a wholly virtual meeting, and did so for proper purposes—to facilitate participation and minimize health risks due to the pandemic. The powers were not exercised arbitrarily or to frustrate Keybridge's statutory rights. Therefore, the only valid s 249F meeting was the online meeting; the Melbourne physical meeting was not a valid general meeting.

Court Disposition

Plaintiff's originating application dismissed with costs

Orders

  • The plaintiff's originating application dated 20 June 2022 is dismissed.
  • The plaintiff pay the defendant's costs of and incidental to this proceeding, to be taxed if not agreed.