Lion Nathan Australia Pty Ltd (ACN 008 596 370) v Coopers Brewery Ltd (ACN 007 871 409) (No 2) [2005] FCA 1666

The Modified Explanatory Memorandum is incomplete and misleading by failing to disclose the $190 valuation by KPMG, which is material information known to the directors. The injunction should not be discharged unless this information is included.

Jurisdiction: Australia
Judgment Date: 18 November 2005
Procedural Posture: Interlocutory Application / Application to Discharge Injunction
Outcome: Application to discharge injunction refused unless deficiency regarding KPMG's $190 valuation is cured.
Legal Topics: ['disclosure Obligations' 'share Valuation' 'general Meeting Procedure' 'injunctions']

['corporations Law'] ['disclosure Obligations' 'share Valuation' 'general Meeting Procedure' 'injunctions']

Case Brief

Summary, issues, holding and outcome

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Procedural Posture

Interlocutory Application / Application to Discharge Injunction

Legal Issues

1 ['Whether the Modified Explanatory Memorandum constitutes full and fair disclosure to shareholders regarding valuation of shares and consequences of proposed resolution' 'Whether omission of reference to alternative share valuation renders the memorandum misleading' 'Whether buy-back proposal and further information should be disclosed in the Explanatory Memorandum']

Ratio Decidendi

Court Disposition

Application to discharge injunction refused unless deficiency regarding KPMG's $190 valuation is cured.

Orders

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