Smartec Capital Pty Limited v Centro Properties Limited & Anor [2011] NSWSC 495

Smartec Capital Pty Limited v Centro Properties Limited & Anor [2011] NSWSC 495

Smartec established a limited proper purpose to inspect documents consisting of correspondence between CNP (or its advisers) and ASX relating to the applicability of listing rules 11.1.2 and 11.2 to the US assets sale transaction, subject to confidentiality terms, but failed to establish a proper purpose for access to other documents or issues.

Parties
Plaintiff: Smartec Capital Pty Limited; First Defendant: Centro Properties Limited; Second Defendant: CPT Manager Limited; Intervener: Bracewell and Giuliani LLP; Intervener: BRE Retail Holdings LLP
Jurisdiction
Australia
Judgment Date
30 May 2011
Procedural Posture
Application Under Corporations Act S 247 A(1) for Inspection of Company Documents / Decision on Application
Outcome
Limited order authorising inspection of correspondence between CNP (or its advisers) and ASX regarding listing rules 11.1.2 and 11.2, subject to confidentiality terms; otherwise application dismissed
Legal Topics
Inspection of Company Documents by Members, Shareholder Rights, ASX Listing Rules, Disclosure Obligations
Corporations Inspection of Company Documents by Members Shareholder Rights ASX Listing Rules Disclosure Obligations

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Parties

Smartec Capital Pty Limited

Plaintiff

Centro Properties Limited

First Defendant

CPT Manager Limited

Second Defendant

Bracewell and Giuliani LLP

Intervener

BRE Retail Holdings LLP

Intervener

Procedural Posture

Application Under Corporations Act S 247 A(1) for Inspection of Company Documents / Decision on Application

Legal Issues

  1. 1 Whether Smartec demonstrated a proper purpose and good faith under s 247A(1) of the Corporations Act to inspect company documents
  2. 2 Whether inspection should be ordered in relation to certain documents concerning the US assets sale and related transactions
  3. 3 Application of ASX Listing Rules 11.1.2 and 11.2 to the US assets sale

Ratio Decidendi

Smartec established a limited proper purpose to inspect documents consisting of correspondence between CNP (or its advisers) and ASX relating to the applicability of listing rules 11.1.2 and 11.2 to the US assets sale transaction, subject to confidentiality terms, but failed to establish a proper purpose for access to other documents or issues.

Court Disposition

Limited order authorising inspection of correspondence between CNP (or its advisers) and ASX regarding listing rules 11.1.2 and 11.2, subject to confidentiality terms; otherwise application dismissed

Orders

  • Smartec is authorised to inspect CNP's correspondence with ASX concerning listing rules 11.1.2 and 11.2 regarding the US assets sale, subject to confidentiality terms to be determined by the court.
  • No further order authorising inspection of other books or documents.