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

FEDERAL COURT OF AUSTRALIA

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 Citation: 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

Parties: AVEO GROUP LIMITED (ACN 010 729 950) and RETIREMENT VILLAGES GROUP MANAGEMENT PTY LTD (ACN 119 974 819) v STATE STREET AUSTRALIA LTD (ACN 002 965 200) IN ITS CAPACITY AS CUSTODIAN FOR THE RETAIL EMPLOYEES SUPERANNUATION PTY LIMITED (ACN 001 987 739) AS TRUSTEE OF RETAIL EMPLOYEES SUPERANNUATION TRUST, RETAIL EMPLOYEES SUPERANNUATION PTY LIMITED (ACN 001 987 739) AS TRUSTEE OF RETAIL EMPLOYEES SUPERANNUATION TRUST, RETIREMENT VILLAGES GROUP RE LIMITED (ACN 119 974 597) IN ITS CAPACITY AS RESPONSIBLE ENTITY FOR THE RETIREMENT VILLAGES TRUST (ARSN 127 682 811), RETIREMENT VILLAGES AUSTRALIA LIMITED (ACN 119 264 872) and RVNZ INVESTMENTS LIMITED (ACN 604 453 545)

File number: VID 500 of 2015

Judge: BEACH J

Date of judgment: 9 September 2015

Catchwords: CORPORATIONS – stapled securities – convening of shareholders meetings – validity of notices convening meetings – validity of special resolutions – ss 249F and 252D of Corporations Act 2001 (Cth) – Constitutions – construction of constituent documents – construction of Securityholders Deed – termination of Advisory Services Deed – application dismissed

Legislation: Corporations Act 2001 (Cth) ss 9, 136(2), 140(1), 162, 203D, 246B(2), 249F, 249N, 252D, 254H(1), 256B, 256C, 257D, 601GC(1)(a), 1322