Jiang v Slater & Gordon Ltd [2024] FCA 617

Federal Court of Australia

Jiang v Slater & Gordon Ltd [2024] FCA 617 File numbers: NSD 442 of 2023 NSD 443 of 2023

Judgment of: SHARIFF J

Date of judgment: 12 June 2024

Catchwords: PRACTICE AND PROCEDURE – summary dismissal – shareholders commenced proceedings against target of successful compulsory takeover bid seeking relief under s 661E of the Corporations Act 2001 (Cth) – where s 661E allows minority shareholder subject to compulsory acquisition notice to apply to Court for an order that shares not be compulsorily acquired – held that causes of action in both proceedings under s 661E have no reasonable prospects of success against defendant – defendant's applications for summary dismissal granted with costs PRACTICE AND PROCEDURE – leave to amend – where one shareholder sought leave to amend – held that proposed causes of action do not disclose a reasonable cause of action, have no reasonable prospects of success or are embarrassing – application for leave dismissed with costs

Legislation: Australian Securities and Investments Commission Act 2001 (Cth) ss 12BB, 12DA, 12DB(1)(a), 12DB(1)(b), 12 DB(1)(g), 12DB(1)(h), 12GF Competition and Consumer Act 2010 (Cth) Sch 2 (Australian Consumer Law) ss 18, 21(1), 29(1), 236 Corporations Act 2001 (Cth) ss 180, 181, 182, 183, 619, 623, 631, 632, 633, 635, 661A, 661B, 661E, 670A, 670B, 674, 1041A, 1041C, 1041E, 1041F, 1041H, 1041I, 1317HA Federal Court of Australia Act 1976 (Cth) ss 31A(2), 37M, 37N ASX Listing Rules rr 3.1, 3.1A, 17.4, 17.14, Guidance Note 8 Federal Court Rules 2011 (Cth) rr 4.01(2), 6.01, 8.21, 9.08, 16.02(4), 16.21(1), 16.51, 16.53, 26.01(1)