In the matter of WOTSO Limited; In the matter of Blackwall Fund Services Limited as responsible entity of Blackwall Property Trust [2021] NSWSC 21

Supreme Court New South Wales

Medium Neutral Citation: In the matter of WOTSO Limited; In the matter of Blackwall Fund Services Limited as responsible entity of Blackwall Property Trust [2021] NSWSC 21 Hearing dates: 18 December 2020 Date of orders: 18 December 2020 Decision date: 22 January 2021 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders made convening scheme meeting in proceedings 2020/349090 Direct that the Plaintiff in proceedings 2020/349305 is justified in convening meetings of unitholders in fund to consider proposed trust scheme. Direct that the Plaintiff is justified in proceeding on the basis that, if approved by unitholders, consequential amendments to the constitution of the fund would be within powers conferred by each constitution and s 601GC of the Corporations Act. Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, approve a proposed scheme of arrangement – whether requirements to order scheme meeting are satisfied CORPORATIONS – Managed investments – Judicial advice sought under s 63 of the Trustee Act 1925 (NSW) by responsible entity – Whether to convene meetings of unitholders – Whether responsible entity would be justified in treating consequential constitution amendments as within power. Cases Cited: - First Pacific Advisors LLC v Boart Longyear Ltd [2017] NSWCA 116 - Macedonian Orthodox Church St Petka Inc v His Eminence Petar (2008) 237 CLR 66 - Re Amcor Ltd [2019] FCA 346 - Re Andean Resources Ltd [2010] FCA 1190 - Re APN News & Media Ltd (2007) 62 ACSR 400 - Re Arthur Yates & Co Ltd (2001) 36 ACSR 758 - Re Associated Advisory Practices Limited [2013] FCA 761 - Re AXA Asia Pacific Holdings Ltd [2011] VSC 4 - Re Biosceptre International Limited [2013] FCA 1429 - Re CIC Australia Limited [2015] NSWSC 557 - Re Coles Group Ltd (2007) 25 ACLC 1380 - Re CSR Limited (2003) 45 ACSR 34 - Re CSR Ltd (2010) 183 FCR 358; [2012] FCAFC 34 - Re DUET Management Company 1 Limited (2013) 95 ACSR 34 - Re Healthscope Ltd [2010] VSC 367 - Re Investa Listed Funds Management Ltd [2018] NSWSC 1766 - Re Mirvac Limited (1999) 32 ACSR 107 - Re Orica Ltd [2010] VSC 231 - Re Sino Gold Mining Ltd (2009) 74 ACSR 647 - Re Skilled Group Ltd (No 1) (2015) 113 ACSR 525 - Re Sydney Airport Holdings Ltd [2013] NSWSC 1665 - Re TPG Telecom Ltd [2020] NSWSC 772 - Re Wellcom Group Limited [2019] FCA 1655 Category: Principal judgment Parties: Proceedings 2020/349090 WOTSO Limited (Plaintiff)