Weinstock v Beck [2011] NSWCA 228

Weinstock v Beck [2011] NSWCA 228

By majority, the C class shares were redeemable preference shares because the articles validly attached preferential and redemption rights to them; the absence of issued ordinary shares meant those preferential rights lacked present practical content, but did not prevent the rights from existing. The company's purported redemption of Hedy Jadwiga Weinstock's 8 C class shares on or about 29 July 2004 was therefore valid.

Jurisdiction
Australia
Judgment Date
17 August 2011
Procedural Posture
Corporations Appeal / Appeal From Beck V Weinstock [2010] NSWSC 1068 in the Equity Division
Outcome
By majority, appeal allowed with costs.
Legal Topics
['redeemable Preference Shares' 'share Rights' 'articles of Association' 'redemption of Shares' 'robertson Scheme']
['corporations Law'] ['redeemable Preference Shares' 'share Rights' 'articles of Association' 'redemption of Shares' 'robertson Scheme']

Case Brief

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Procedural Posture

Corporations Appeal / Appeal From Beck V Weinstock [2010] NSWSC 1068 in the Equity Division

Legal Issues

  1. 1 ['Whether the 8 C class shares held by the late Hedy Jadwiga Weinstock were redeemable preference shares within the meaning of the Corporations Act 2001 (Cth).' 'Whether shares can be preference shares if no issued ordinary shares or other shares exist over which their preferential rights have practical content.' 'Whether the purported redemption of the 8 C class shares on or about 29 July 2004 was valid.']

Ratio Decidendi

By majority, the C class shares were redeemable preference shares because the articles validly attached preferential and redemption rights to them; the absence of issued ordinary shares meant those preferential rights lacked present practical content, but did not prevent the rights from existing. The company's purported redemption of Hedy Jadwiga Weinstock's 8 C class shares on or about 29 July 2004 was therefore valid.

Court Disposition

By majority, appeal allowed with costs.

Orders

  • ['Orders 1 and 2 in the Equity Division set aside.' 'In lieu thereof substitute a declaration that the 8 C class shares held by the late Hedy Jadwiga Weinstock were redeemable preference shares which were validly redeemed by the company on or about 29 July 2004.' "The respondent to pay the defendants' costs of and...