Sabatica Pty Ltd v Allstate Exploration NL [2000] FCA 92

FEDERAL COURT OF AUSTRALIA

Sabatica Pty Ltd v Allstate Exploration NL [2000] FCA 92

ADMINISTRATIVE LAW – application to review decision of Administrative Appeals Tribunal (AAT) – whether AAT made error of law in application of Australian Securities and Investments Commission (ASIC) Policy Statement 71 CORPORATIONS – attempted acquisition of parent company listed on New Zealand Stock Exchange – acquisition would result in acquisition of shares in downstream company listed on Australian Stock Exchange Limited – application of section 615 of the Corporations Law – application of section 629 of the Corporations Law – unrestricted declaration by ASIC under section 730(1) modifying application of section 629 of the Corporations Law – whether shareholders in downstream company would be disadvantaged – whether approach of AAT to Policy Statement 71 too rigid – whether purpose of acquiring upstream company was to acquire control of downstream company – whether Corporate Law Economic Reform Program Act 1999 (CLERP) relevant – whether AAT overlooked significance of international comity

Administrative Appeals Tribunal Act 1975 (Cth), s 44 Companies (Acquisition of Shares) Code, s 12(k) Corporate Law Economic Reform Program Act (CLERP) 1999 (Cth), ss 2, 606, 611 Corporations Law, ss 431, 615, 629, 730(1), 731 BTR Plc v Westinghouse Brake and Signal Company (Australia) (1992) 34 FCR 246 Australian Securities and Investments Commission (ASIC) Policy Statement 71 SABATICA PTY LIMITED (ACN 001 987 748) v ALLSTATE EXPLORATIONS NL (ACN 000 679 023) & AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION N 1514 of 1999 BEAUMONT, EMMETT & HELY JJ SYDNEY 11 FEBRUARY 2000

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 1514 OF 1999

ON APPEAL FROM THE GENERAL ADMINISTRATIVE DIVISION OF THE ADMINISTRATIVE APPEALS TRIBUNAL CONSTITUTED BY DEPUTY PRESIDENT B J McMAHON