R v Byrnes [1995] HCA 1

High Court of Australia Brennan, Deane, Toohey, Gaudron and McHugh JJ R v Byrnes [1995] HCA 1

ORDER The Queen v Byrnes

1. Appeal allowed.

2. Set aside the order of the South Australian Court of Criminal Appeal quashing the conviction on the count based on s 229(4) of the Companies (South Australia) Code.

3. Remit the matter to the South Australian Court of Criminal Appeal to be dealt with in accordance with the reasons for judgment of this Court.

The Queen v Hopwood

1. Appeal allowed.

2. Set aside the order of the South Australian Court of Criminal Appeal quashing the conviction.

3. Remit the matter to the South Australian Court of Criminal Appeal to be dealt with in accordance with the reasons for judgment of this Court.

Byrnes v The Queen The application for special leave to appeal to this Court is stood over generally.

Cur adv vult

The following written judgments were delivered:—

23 August 1995 Brennan, Deane, Toohey and Gaudron JJ.

Jeffcott Investments Ltd (Jeffcott), a public company listed on the Adelaide Stock Exchange, was in need of cash to repay its borrowings. By early December 1988 it owed the Normandy group of companies about $4.2 million and on 15 December 1988 a loan by Mr and Mrs Douglas-Hill ($2 million plus interest) was to fall due for repayment. Jeffcott's directors, including Mr Byrnes and Dr Hopwood (the present respondents), resolved that Jeffcott should make an issue of $1 convertible notes to its shareholders. If fully subscribed, the issue would raise slightly more than $6 million which could be used to repay these debts. The underwriter to the issue, Jarden Morgan Australia Ltd, required Jeffcott to procure a sub-underwriter for 100 per cent of the issue. This appeal relates to the steps which Byrnes and Hopwood took to satisfy Jarden Morgan's requirements and to ensure the success of the issue of the convertible notes.