Lion Nathan Australia Pty Ltd v Coopers Brewery Ltd [2006] FCAFC 144

Lion Nathan Australia Pty Ltd v Coopers Brewery Ltd [2006] FCAFC 144

The pre-emptive rights regime established by Coopers' Articles did not require compliance before conducting a share buy-back under the Corporations Act, as the context and purpose of the articles regulate share transfers among members or to new members, not to the company itself. Articles 38 and 39, read with the entire regime, do not extend to share buy-backs, and extrinsic materials may be considered with proper caution when construing constitutions.

Jurisdiction
Australia
Judgment Date
16 October 2006
Procedural Posture
Appeal / On Appeal From a Single Judge of the Federal Court of Australia
Outcome
Appeal dismissed
Legal Topics
['construction of Articles of Association' 'share Buy Back and Pre Emptive Rights' 'use of Extrinsic Material in Construing Constitutions']
['corporations Law' 'contract Interpretation'] ['construction of Articles of Association' 'share Buy Back and Pre Emptive Rights' 'use of Extrinsic Material in Construing Constitutions']

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Procedural Posture

Appeal / On Appeal From a Single Judge of the Federal Court of Australia

Legal Issues

  1. 1 ["Whether Coopers' articles required compliance with pre-emptive rights regime for share buy-back under the Corporations Act" "Whether extrinsic materials could be used in interpreting the company's articles"]

Ratio Decidendi

The pre-emptive rights regime established by Coopers' Articles did not require compliance before conducting a share buy-back under the Corporations Act, as the context and purpose of the articles regulate share transfers among members or to new members, not to the company itself. Articles 38 and 39, read with the entire regime, do not extend to share buy-backs, and extrinsic materials may be considered with proper caution when construing constitutions.

Court Disposition

Appeal dismissed

Orders

  • ['The time within which the first respondent be at liberty to file and serve a notice of contention be extended to 24 April 2006.' 'Leave be given to the first respondent to rely on a copy letter from the appellant to the third respondent dated 14 July 2005, being exhibit "C" admitted at the hearing before the...