Aveo Group Limited v State Street Australia Ltd in its capacity as Custodian for Retail Employees Superannuation Pty Ltd (Trustee) [2016] FCAFC 81

FEDERAL COURT OF AUSTRALIA

Aveo Group Limited v State Street Australia Ltd in its capacity as Custodian for Retail Employees Superannuation Pty Ltd (Trustee) [2016] FCAFC 81 Appeal from: Aveo Group Limited v State Street Australia Ltd in its capacity as custodian for the Retail Employees Superannuation Pty Limited as trustee of the Retail Employees Superannuation Trust [2015] FCA 1019

File number: VID 588 of 2015

Judges: ALLSOP CJ, FOSTER AND GLEESON JJ

Date of judgment: 10 June 2016

Catchwords: CORPORATIONS –where declaratory relief is sought as to the invalidity of certain resolutions to be put at meetings– the management of stapled entities– where securityholders in a stapled investment seek to have the manager of the investment removed–where securityholders have power to pass subject resolutions–whether proposed resolutions interfere with the exercise of powers vested in the board–construction of a securityholders deed–termination of an advisory service deed–whether a super majority resolution would achieve the level required for a special resolution within the meaning of the Act

Legislation: Corporations Act 2001 (Cth) ss 9, 249F, 249Q, 250R, 252D

Cases cited: Australian Centre for Corporate Responsibility v Commonwealth Bank of Australia [2016] FCAFC 80 John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 Molopo Energy Ltd v Keybridge Capital Ltd [2014] NSWSC 1864; 104 ACSR 46 National Roads & Motorists' Association v Parker (1986) 6 NSWLR 517 Queensland Press Ltd v Academy Investments No 3 Pty Ltd [1988] 2 Qd R 575; 11 ACLR 419 Austin RP and Ramsay IM, Ford, Austin and Ramsay's Principles of Corporations Law (16th ed, LexisNexis Butterworths, 2015)