Re Auckland Maritime Investment Ltd (in liq) [2014] NZHC 2317

Re Auckland Maritime Investment Ltd (in liq) [2014] NZHC 2317

The Court directed that liquidators, after reasonable inquiry, may either (a) if in good faith and on reasonable grounds conclude the Maritime Union list is the statutory register, treat it as the register and distribute to those named using their register addresses (with unclaimed funds paid into the Liquidation Surplus Account under s316), or (b) if not so satisfied, assume 932 class A shareholders exist and distribute to those identifiable at time of distribution pro rata as if all 932 entitled, without further obligation to trace unidentified shareholders; liquidators are not exempted from filing required reports with the Registrar or from compliance with s253/s313; retrospective...

Citation
[2014] NZHC 2317
Parties
Applicant Liquidator: Jeffrey Philip Meltzer; Applicant Liquidator: Lloyd James Hayward; Company (in Liquidation): Auckland Maritime Investment Ltd (in liq); Shareholder (majority): Maritime Union of New Zealand
Court
High Court
Jurisdiction
New Zealand
Judgment Date
23 September 2014
Procedural Posture
Companies Act Liquidation Directions / Application on the Papers for Directions and Remuneration Approval (judgment)
Outcome
Directions granted as to distribution methods contingent on liquidators' good faith assessment of the Maritime Union list; limited exemption from s257 reporting only insofar as liquidators need not report to unidentified shareholders; retrospective remuneration approved; prospective overall remuneration not approved...
Legal Topics
Liquidation, Shareholder Distribution, Liquidator Remuneration, Share Register, Companies Act Compliance
Company Law Insolvency Commercial Law Civil Procedure Liquidation Shareholder Distribution Liquidator Remuneration Share Register +1 more

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Parties

Jeffrey Philip Meltzer

Applicant Liquidator

Lloyd James Hayward

Applicant Liquidator

Auckland Maritime Investment Ltd (in liq)

Company (in Liquidation)

Maritime Union of New Zealand

Shareholder (majority)

Procedural Posture

Companies Act Liquidation Directions / Application on the Papers for Directions and Remuneration Approval (judgment)

Legal Issues

  1. 1 Whether liquidators may distribute surplus funds when many shareholders cannot be traced
  2. 2 Whether a list provided by a shareholder can be treated as the statutory share register
  3. 3 Whether liquidators can be exempted from statutory reporting obligations under s257 and duties under s253/s313

Ratio Decidendi

The Court directed that liquidators, after reasonable inquiry, may either (a) if in good faith and on reasonable grounds conclude the Maritime Union list is the statutory register, treat it as the register and distribute to those named using their register addresses (with unclaimed funds paid into the Liquidation Surplus Account under s316), or (b) if not so satisfied, assume 932 class A shareholders exist and distribute to those identifiable at time of distribution pro rata as if all 932 entitled, without further obligation to trace unidentified shareholders; liquidators are not exempted from filing required reports with the Registrar or from compliance with s253/s313; retrospective...

Court Disposition

Directions granted as to distribution methods contingent on liquidators' good faith assessment of the Maritime Union list; limited exemption from s257 reporting only insofar as liquidators need not report to unidentified shareholders; retrospective remuneration approved; prospective overall remuneration not approved...

Orders

  • Liquidators may treat the Maritime Union list as the statutory share register and distribute to those named if, after inquiry, they believe in good faith on reasonable grounds that the list is the register
  • If liquidators are not satisfied the list is the register they must assume 932 class A shareholders exist and distribute to identifiable shareholders at time of distribution pro rata as if all 932 entitled; they are not required to trace unidentified shareholders