10 Apr 2013
JACOMB & ORS v WIKELEY HC WN CIV 2010-485-0997
- Citation
- openlaw-3d95c86d_4391_4d79_abbf_25e44b3ab4d4.pdf
- Court
- High Court
Payments were loans to EMG totalling US$1,500,060 and the defendant personally guaranteed 50% of capital and interest; uncalled share capital of NZ$100 million constituted gross assets for s129 purposes so the loans were not major transactions requiring prior special resolution; subsequent shareholders' special resolutions in April and May 2009 ratified the earlier lending; defendant is entitled to subrogation to security and plaintiffs must account for sale proceeds and transfer remaining OMG shares on satisfaction of judgment.
- Major transactions s129 companies act 1993
- Personal guarantee enforcement
- Loan versus share subscription characterization
- Ratification under s177 companies act 1993
- Marshalling and subrogation
- Equitable set-off