19 Aug 2021
The court approved both amalgamation schemes and held that the historical minimum capital requirement was inexpedient under s32 because $50,000 no longer produced meaningful income or ensured perpetuity; removal was justified and acceptable given trustees remain subject to s25 court oversight and the Attorney-General otherwise supported the schemes.
26 Sept 2011
Court approved the scheme because applicants complied with statutory requirements and prior directions, shareholders received adequate information and voted in favour by the requisite majority (92.61%), the scheme was fairly presented and likely to be approved by an intelligent and honest business person, creditors were unaffected by the restructuring, and listing approval had been obtained from NASDAQ OMX Stockholm.
11 Mar 2011
The court accepted the certificate of amalgamation under s225 and held the amalgamated entity succeeded to United's rights; accordingly United retained standing to seek costs and was entitled to costs of $9,776 and disbursements of $1,140.89; indemnity costs were not ordered generally but United was awarded costs for its second memorandum on a 2B basis. The strike-out application was rejected.
28 Oct 2009
Because the shares were acquired as trading stock for the purpose of disposition and were disposed of (cancelled) at less than market value, s GD 1 applied to treat the disposition as a sale at market value and to deem $2.3 million gross income to the taxpayer; the statute does not require an actual transferee for s GD 1 to operate.
30 Jul 2009
The plaintiff produced no evidence that the defendant assumed liability for contracts with CP Ships (UK) Ltd; corporate records and defendant evidence established separate legal entities; accordingly the plaintiff had no prospect of success and the defendant was entitled to summary judgment, and the judge declined to exercise discretion to order costs against the aided plaintiff under s 40.
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.
24 Sept 2008
The court approved the variation because it implemented the outcome investors were informed would occur (the 0.6971 exchange ratio post‑bonus), did not require further notice, was within the scope of the initial orders, satisfied the Re CM Banks/Weatherston test, trustees and the Takeovers Panel raised no objection, and requisite voting thresholds and special resolution requirements were met.
18 Apr 2008
The Court granted leave to appeal to determine whether a Part 15 amalgamation is equivalent in legal effect to a Part 13 amalgamation and whether the High Court's final order produced a single continuing company; the grant of leave does not decide these substantive issues.
1 Dec 2006
A court-approved amalgamation under Part 15 has the same practical legal consequences as an amalgamation under Part 13; it does not constitute a transfer or disposition by the amalgamating company that would trigger contractual pre-emptive rights — Wrightson continued as part of PGG Wrightson and therefore Elders' pre-emptive rights were not triggered.