Westfield Holdings Limited & Ors [2004] NSWSC 458

Westfield Holdings Limited & Ors [2004] NSWSC 458

The court is satisfied the proposal fits the statutory concept of arrangement or compromise under Part 5.1, powers are sufficient to amend constitutions, disclosure to members is adequate, the proposed meetings process is unobjectionable, and that responsible entities are justified in proceeding to the meetings stage. Orders for convening meetings and judicial advice are granted.

Jurisdiction
Australia
Judgment Date
25 May 2004
Procedural Posture
Scheme of Arrangement/corporations / Application for Orders to Convene Meetings and Judicial Advice
Outcome
Orders granted for convening meetings and judicial advice to responsible entities.
Legal Topics
['scheme of Arrangement' 'managed Investment Schemes' 'judicial Advice' 'amendment of Constitution' 'disclosure Obligations' 'stapling Securities']
['corporations Law' 'equity'] ['scheme of Arrangement' 'managed Investment Schemes' 'judicial Advice' 'amendment of Constitution' 'disclosure Obligations' 'stapling Securities']

Case Brief

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Procedural Posture

Scheme of Arrangement/corporations / Application for Orders to Convene Meetings and Judicial Advice

Legal Issues

  1. 1 ['Whether the proposed scheme constitutes an arrangement or compromise under Part 5.1 of the Corporations Act' 'If responsible entities are justified in proceeding to the meetings stage' 'Adequacy of disclosure to members' 'Procedure for convening sequential meetings' "Disclosure of new constitution's full text" 'Binding outsiders by deed poll']

Ratio Decidendi

The court is satisfied the proposal fits the statutory concept of arrangement or compromise under Part 5.1, powers are sufficient to amend constitutions, disclosure to members is adequate, the proposed meetings process is unobjectionable, and that responsible entities are justified in proceeding to the meetings stage. Orders for convening meetings and judicial advice are granted.

Court Disposition

Orders granted for convening meetings and judicial advice to responsible entities.

Orders

  • ['Orders for convening meeting of members of Westfield Holdings Limited under s.411 of Corporations Act 2001 (Cth).' 'Judicial advice to Westfield Management Limited and Westfield America Management Limited under s.63 of Trustee Act 1925 that they are justified in proceeding to meetings stage.' 'Orders in accordance...