22 Feb 2022
The Supreme Court dismissed leave because the applicants sought to re-litigate issues conclusively resolved by the arbitrator, the High Court and the Court of Appeal; the application constituted an abuse of process and there was no sufficient legal basis to disturb prior conclusions or to grant leave to appeal.
25 Mar 2021
Special leave was declined because the High Court's refusal was not plainly wrong, the arbitrator was highly qualified (a retired judge) chosen by the parties, the dispute was a commercial matter of limited public importance and likely limited substantial effect, and an as-of-right appeal on natural justice grounds remained available.
11 Mar 2015
On the balance of probabilities the court inferred that INZL had a share register and that the 2008 transfers resulting in Tyrion holding 50,000 shares were entered; therefore Tyrion is a shareholder for the purposes of the Companies Act and has standing to continue the s174 proceedings; Companies Office records may assist as evidence of a missing register but do not operate as a statutory substitute; respondent's pre-emption and delay arguments were rejected on the evidence.
2 May 2013
The Court held s 87 did not permit interest from the valuation date because WWNZ's claim sought declaratory relief and the sum payable was not an ascertained or readily ascertainable debt; consequently the High Court's interest award under s 87 was set aside. The Court also held the derivative proceeding had nil market value for valuation purposes because a willing purchaser would not pay for a claim that depended on cooperation by the majority owners and was not realistically enforceable.
5 Dec 2008
An amalgamation approved under Part 15 of the Companies Act 1993 has the same legal effect as an amalgamation under Part 13: it effects a fusion/continuance so that the amalgamated company holds the property of an amalgamating company by operation of law (as if it were the same entity). Consequently no transfer or disposition occurred that triggered Elders' contractual pre‑emption rights; appeal dismissed.
28 Nov 2008
The trustees' resolution did not amount to a present irrevocable declaration of trust by Mr Fisher over the initial 10,000 shares because it was a trustees' meeting resolution and not an act by Mr Fisher in his personal capacity; however the 40,000 shares acquired on 12 January 2001 were purchased with trust funds in breach of trust and were therefore impressed with an institutional constructive trust in favour of the Trust, so the Trust held a proprietary interest in those shares and the resulting proceeds and thereby in 112,000 of the 140,000 shares (including bonus issues), leaving $138,86…
16 Apr 2008
The trust deed is to be construed as requiring the transaction to occur at fair market value; the deed does not give QPAM as trustee a unilateral power to fix the consideration in circumstances of a deemed disposal such that QPAM may determine price without procedural safeguards; accordingly the fair market value is to be assessed if necessary by the court (or by an agreed/arbitral mechanism), and QPAM and the Jacobsen applicants were not entitled to summary judgment or strike-out on the construction point.
29 Jun 2007
Jacobsen F.T. Pty Ltd is a proper party because it is a party to the unit trust deed, holds units affected by interpretation and valuation issues and may be bound by orders; Jacobsen Venue Management Pty Ltd is both a necessary and proper party because it is the registered holder of the disputed shares; plaintiffs have demonstrated a good arguable case against both entities on contract, valuation and s174 grounds; accordingly the appearances under protest are set aside and defendants must file defences.
10 Nov 2006
The trust deed's clear wording treated the change in control as an actual disposal placing Worldwide in default of the pre-emption provisions; accordingly Worldwide lost ongoing shareholder/unit-holder rights pending the pre-emption sale process and an interlocutory injunction was refused because the balance of convenience favored the respondents given their majority position and the protective undertakings offered.
22 Dec 2005
Trustees holding the deceased's shares are not bare trustees and have active duties and discretions as executors and trustees; consequently the plaintiff, lacking an absolute vested entitlement to receive the shares in specie, has no right to direct the trustees as to timing or conduct of the company's pre-emption process or to direct how trustees exercise shareholder rights pending that process; however the plaintiff is entitled to interim dividends under the terms of the will.