QBiotics Limited, in the matter of QBiotics Limited [2016] FCA 873

QBiotics Limited, in the matter of QBiotics Limited [2016] FCA 873

The share transfers, though made in contravention of the pre-emptive rights provisions of the company's former constitution, were effected inadvertently and without dishonest intention, and no substantial injustice has been or is likely to be caused to any person by declaring them valid. The relief sought fulfils the expectations of all parties and maintains the accuracy of the company’s share register. It is just and equitable for declarations validating the share transfers and confirming the share register to be made pursuant to s 1322(4) of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
26 July 2016
Procedural Posture
Corporations – Share Transfers / Application for Declaratory Relief – Final Orders
Outcome
Declaratory relief granted – purported share transfers validated and share register confirmed as valid.
Legal Topics
['share Transfers' 'company Constitution' 'pre Emptive Rights' 'validation of Share Transfers' 'section 1322 Corporations Act' 'declaratory Relief']
['corporations Law'] ['share Transfers' 'company Constitution' 'pre Emptive Rights' 'validation of Share Transfers' 'section 1322 Corporations Act' 'declaratory Relief']

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Procedural Posture

Corporations – Share Transfers / Application for Declaratory Relief – Final Orders

Legal Issues

  1. 1 ["Whether share transfers in contravention of pre-emptive rights provisions in QBiotics Limited's 2004 constitution are invalid" 'Whether it is appropriate to make declaratory orders validating the share transfers and confirming the accuracy of the share register under s 1322(4) of the Corporations Act 2001 (Cth)']

Ratio Decidendi

The share transfers, though made in contravention of the pre-emptive rights provisions of the company's former constitution, were effected inadvertently and without dishonest intention, and no substantial injustice has been or is likely to be caused to any person by declaring them valid. The relief sought fulfils the expectations of all parties and maintains the accuracy of the company’s share register. It is just and equitable for declarations validating the share transfers and confirming the share register to be made pursuant to s 1322(4) of the Corporations Act 2001 (Cth).

Court Disposition

Declaratory relief granted – purported share transfers validated and share register confirmed as valid.

Orders

  • ['The share transfers listed in Schedule A to the amended originating process filed 20 July 2016 are not and have never been invalid by reason of the fact that they were effected in contravention of the company constitution in force at the relevant times.' 'The share register of QBiotics Limited listed in Schedule B...