Carringbush Corporation Pty Ltd v ASIC [2008] FCA 474

FEDERAL COURT OF AUSTRALIA

Carringbush Corporation Pty Ltd v ASIC [2008] FCA 474

CORPORATIONS – consideration of an application for approval of a transfer of shares in Rothwells Limited which took place on 26 May 1993 – consideration of s 468(1) of the Corporations Act 2001 (Cth) Corporations Act 2001 (Cth), s 468(1) Taxation Administration Act 1953 (Cth), s 14ZZ Income Tax Assessment Act 1936 (Cth), s 160WA

Clark v Commissioner of Taxation [2007] FCA 1426, cited Australian Securities and Investments Commission v Green Pacific Energy Limited (In Liquidation) [2007] FCA 1552, cited Rudge v Bowman, Law Rep 3 Q.B. 689, cited In Re Onward v Building Society (1891) 2 Q.B. 463, cited Re Atlas Truck Service Pty Ltd 4 ACTR 19, cited Tellsa Furniture Pty Ltd (in Liquidation) v Glenave Nominees Pty Ltd (1987) 9 NSWLR, cited Jardio Holdings Pty Ltd v Dorcon Constructions Pty Ltd (1984) 3 FCR 311, cited Backoffice Investments v Campbell 61 ACSR 144, cited CARRINGBUSH CORPORATION PTY LTD (ACN 009 812 980) AND CARRINGBUSH PTY LTD (ACN 002 690 600) v AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION QUD389 OF 2007

GREENWOOD J

10 APRIL 2008

BRISBANE IN THE FEDERAL COURT OF AUSTRALIA

QUEENSLAND DISTRICT REGISTRY QUD389 OF 2007

BETWEEN: CARRINGBUSH CORPORATION PTY LTD

(ACN 009 812 980)

First Plaintiff

CARRINGBUSH PTY LTD (ACN 002 690 600)

Second Plaintiff

AND: AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

Respondent

JUDGE: GREENWOOD J

DATE OF ORDER: 10 april 2008

WHERE MADE: BRISBANE

THE COURT ORDERS THAT:

1. The transfer by Carringbush Pty Ltd to Carringbush Corporation Pty Ltd on 26 May 1993 of 949,583 12.5% cumulative redeemable convertible preference shares of $1.75 in Rothwells Limited, each fully paid, and 474,791 ordinary shares of $1.75 in Rothwells Limited, each fully paid, is not rendered void by operation of s 468(1) of the Corporations Act 2001 (Cth). 2. The plaintiffs and the former liquidators of Rothwells Limited have liberty to apply.