In the matter of Gulf Energy Limited (subject to deed of company arrangement) [2020] NSWSC 1323

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Gulf Energy Limited (subject to deed of company arrangement) [2020] NSWSC 1323 Hearing dates: 22 September 2020 Date of orders: 29 September 2020 Decision date: 29 September 2020 Jurisdiction: Equity - Corporations List Before: Black J Decision: Plaintiffs granted leave under s 444GA of the Corporations Act 2001 (Cth) to transfer shares in the company to deed proponent. Catchwords: CORPORATIONS — Voluntary administration — Deed of company arrangement — Application under s 444GA of the Corporations Act 2001 (Cth) for leave to transfer shares pursuant to DOCA — Whether residual equity in company – Whether shareholders unfairly prejudiced — Where administrators refused to convene meeting to consider alternative DOCA proposed by certain shareholders — Alternative DOCA proposed after current deed proponent already paid into deed fund — Shareholders foreshadowed but did not bring applications requiring consideration of alternative DOCA — Whether third party offering higher consideration through alternative DOCA allows current DOCA to be varied. Legislation Cited: - Corporations Act 2001 (Cth), ss 436A, 444G, 444GA, 445A, 445B, 445D, 447A, 606, 665A, Pt 5.3A - Insolvency Practice Schedule (Corporations), ss 90-15, 90-20, 90-21 - Court Suppression and Non-Publication Act 2010 (NSW) Cases Cited: - Correa v Whittingham (No 2) [2013] NSWCA 471 - Cussen, Re Big Un Ltd [2019] FCA 1162 - Lewis, in the matter of Diverse Barrel Solutions Pty Ltd (subject to deed of company arrangement) [2014] FCA 53 - Re Antqip Hire Pty Limited (subject to deed of company arrangement) (in liq) [2020] NSWSC 487 - Re Global Stress Index Pty Ltd (subject to deed of company arrangement) [2020] NSWSC 183 - Re Gulf Energy Ltd [2019] NSWSC 1637 - Re Kupang Resources Ltd (subject to deed of company arrangement) (recs and mgrs apptd) [2016] NSWSC 1895 - Reed Constructions Australia Ltd v DM Fabrications Pty Ltd (2007) 25 ACLC 1463; [2007] NSWSC 1190 - Surber v Lean (2000) 36 ACSR 176; [2000] WASCA 380 - Weaver v Noble Resources Ltd [2010] WASC 182 - Whittingham, Re The Spanish Club Ltd (subject to deed of company arrangement) [2009] NSWSC 1426 Category: Principal judgment Parties: Bruce Gleeson and Daniel Robert Soire in their capacities as joint and several deed administrators of Gulf Energy Limited (subject to deed of company arrangement) (Plaintiffs) Toby Chandler (First Defendant) Robert Reveley (Second Defendant) Robert Reveley IRA Oppenheimer & Co (Third Defendant) Govdesk LLC (Fourth Defendant) Brian Collins and Britt Collins (Fifth Defendants) William Dudley Rouse (Sixth Defendant) Representation: Counsel: D R Stack (Plaintiffs) R W Notley (Defendants)