Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
In the matter of Stork ICM Australia Pty Ltd; Stork ICM Australia Pty Ltd v Stork Food Systems Australasia Pty Ltd [2006] FCA 1849
CORPORATIONS – arrangements and reconstructions – two Australian subsidiaries of Dutch parent – objective of transferring assets and liabilities of one subsidiary that had ceased trading to the other, with a view to former being deregistered without liquidation, and Dutch parent obtaining tax benefit of losses suffered in that subsidiary – liability of former subsidiary to potential claimants arising out of exposure to asbestos fibres – whether potential liability and insurance indemnity in respect of such potential liability can be effectively transferred to other subsidiary – whether, in any event, necessary that all property and liabilities of the non-trading subsidiary be transferred before it can be deregistered – meaning of 'reconstruction' and 'amalgamation' in Corporations Act 2001 (Cth) s 413.
WORDS AND PHRASES – 'reconstruction' – 'amalgamation'
Corporations Act 2001 (Cth) ss 411, 413 Brooklands Selangor Holdings Ltd v Inland Revenue Commissioners [1970] 1 WLR 429 cited Baytrust Holdings Ltd v Inland Revenue Commissioners [1971] 1 WLR 1333 cited Citizens and Graziers' Life Assurance Co Ltd v Commonwealth Life (Amalgamated) Assurances Ltd (1934) 51 CLR 422 discussed Crimmins v Stevedoring Industry Finance Committee (1999) 200 CLR 1 discussed Housing Guarantee Fund Ltd v Yusef [1991] 2 VR 17 distinguished In re Landau (a Bankrupt) [1998] Ch 223 cited In re Riggs; ex parte Lovell [1901] 2 KB 16 cited In re Sandwell Park Colliery Co Ltd [1914] 1 Ch 589 followed In re South African Supply and Cold Storage Co [1904] 2 Ch 268 discussed In re Star Tea Co Ltd [1930] WN 4 cited Krasner v Dennison [2001] Ch 76 cited Marsh v Gilbert [1980] 2 EGLR 44 cited Nokes v Doncaster Amalgamated Collieries Limited [1940] AC 1014 discussed Orica Ltd v CGU Insurance Ltd (2003) 59 NSWLR 14 cited Re Clydesdale Bank Ltd [1950] SC 30 followed Re AGL Sydney Ltd (1994) 13 ACSR 597 followed Re "L" Hotel Co Ltd & Langham Hotel Co Ltd [1946] 1 All ER 319 Royal Victorian Institute for the Blind Ltd v RBS.RVIB.VAF Ltd (2004) 206 ALR 581 followed SGIC Insurance Ltd v Insurance Australia Ltd (2004) 51 ACSR 470 followed Walters v Babergh District Council (1983) 82 LGR (Eng) 235 (QBD) cited
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