In the matter of SBL Solutions Pty Ltd (subject to a deed of company arrangement) [2021] NSWSC 1002

Supreme Court New South Wales

Medium Neutral Citation: In the matter of SBL Solutions Pty Ltd (subject to a deed of company arrangement) [2021] NSWSC 1002 Hearing dates: 29 July 2021 Date of orders: 11 August 2021 Decision date: 11 August 2021 Jurisdiction: Equity - Corporations List Before: Black J Decision: Proceedings to set aside the Deed of Company Arrangement dismissed with costs. Catchwords: CORPORATIONS — Voluntary administration — Application to set aside deed of company arrangement — Where proposal voted upon by related creditors — Whether resolution to enter deed of company arrangement contrary to interests of creditors — Whether winding up would allow more favourable outcome or better return to creditors than deed of company arrangement. CORPORATIONS — Voluntary administration — Application to set aside deed of company arrangement — Whether the deed of company arrangement should be terminated for "some other reason" under s 445D(1)(g) of the Corporations Act 2001 (Cth) — Whether deed of company arrangement oppressive, unfairly prejudicial to, or unfairly discriminatory against one more creditors — Where insufficient evidence that relevant resolution deprived creditors of the benefit of investigations as to causes of action in respect of breach of directors' duties and insolvent transactions. Legislation Cited: - Corporations Act 2001 (Cth), ss 447A, 455D - Insolvency Practice Schedule (Corporations), s 75-41 Cases Cited: - Australian Securities and Investments Commission v Midland Hwy Pty Ltd (admin apptd) (2015) 110 ACSR 203; [2015] FCA 1360 - Bidald Consulting Pty Ltd v Miles Special Builders Pty Ltd (2005) 226 ALR 510; [2005] NSWSC 1235 - Fleet Broadband Holdings Pty Ltd v Paradox Digital Pty Ltd (2005) 228 ALR 598; [2005] WASC 261 - Guo v Song [2018] NSWSC 12 - Habrok (Dalgaranga) Pty Ltd v Gascoyne Resources Ltd (2020) 149 ACSR 1; [2020] FCA 1395 - Mondello Farms Pty Ltd v Annatom Pty Ltd (subject to deed of company arrangement) (2007) 64 ACSR 91; [2007] SASC 296 - Re Antqip Hire Pty Limited (subject to deed of company arrangement) (in liq) [2020] NSWSC 487 - Re Citadel Financial Corp Pty Ltd (subject to deed of company arrangement) (2020) 146 ACSR 220; [2020] NSWSC 886 - Re Condor Blanco Mines Ltd (No 2) [2016] NSWSC 1304 - Re Octaviar Ltd (No 8) (2009) 73 ACSR 139; [2009] QSC 202 - Re Pilot Advisory Pty Ltd (2019) 376 ALR 662; (2019) 141 ACSR 458; [2019] FCA 2171; BC201912245 - Re Recycling Holdings Pty Ltd (2015) 107 ACSR 406; [2015] NSWSC 1016 - Re Windows on the World Steel Windows Pty Ltd (In Administration) [2020] VSC 880 Category: Principal judgment Parties: Wind Turbine Services Australia Pty Ltd and Cosmic Wind Services Pty Ltd (Plaintiffs) SBL Solutions Pty Ltd (subject to a deed of company arrangement) (First Defendant) Vincent Pirina (Second Defendant) Steve Naidenov (Third Defendant) SBL Solutions Services Pty Ltd (Fourth Defendant) Representation: Counsel: P Rodionoff (Plaintiffs) J Horowitz (First Defendant) J Hynes/F Tao (Second and Third Defendants)