In the matter of Insignia Financial Ltd [2022] NSWSC 488

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Insignia Financial Ltd [2022] NSWSC 488 Hearing dates: 26 April 2022 Date of orders: 26 April 2022 Decision date: 26 April 2022 Jurisdiction: Equity - Corporations List Before: Williams J Decision: See [53] Catchwords: CORPORATIONS – application for curative orders pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) – where issue or transfer of shares is void due to the operation of s 259C of the Corporations Act – whether the issue and transfer of shares should be validated under the Act – where transactions sought to be validated span a period of 18 years and likely involved the transfer or issue of millions of shares to the company's controlled entities in their capacities as responsible entities, trustees and/or custodians of various managed investment schemes and trusts of which the members and beneficiaries were "largely retail investors" – application granted Legislation Cited: Corporations Act 2001 (Cth), Part 2J, ss 9, 259C, 259C(1), 259C(1)(a), 259C(1)(b), 259C(c), 259(C)(2), 259E, 1322(4), 1322(4)(a), 1322(4)(c), 1322(6), 1322(6)(b) Cases Cited: Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth (2019) 268 CLR 524; [2019] HCA 20 Octavo Investments Pty Ltd v Knight (1979) 144 CLR 360 Re Australia and New Zealand Banking Group Ltd (2010) 272 ALR 400; [2010] FCA 945 Re Commonwealth Bank of Australia (2005) 57 ACSR 28 Re Macquarie Group Ltd [2010] FCA 1507 Re Macquarie Securities (Australia) Ltd [2014] FCA 455 Re MLC Ltd (2006) 60 ACSR 187; [2006] FCA 1357 Re Westpac Banking Corporation (2004) 53 ACSR 288; [2004] FCA 1792 Category: Principal judgment Parties: Insignia Financial Ltd (First Plaintiff) I.O.O.F Investment Management Limited ABN 53 006 695 021 (Second Plaintiff) IOOF Investment Securities Ltd ABN 80 007 869 794 (Third Plaintiff) Australian Executor Trustees Limited ABN 84 007 869 794 (Fourth Plaintiff) OnePath Custodians Pty Limited ABN 12 008 508 496 (Fifth Plaintiff) OnePath Funds Management Limited ABN 21 003 002 800 (Sixth Plaintiff) Oasis Fund Management Limited ABN 38 106 045 050 (Seventh Plaintiff) Representation: Counsel: Mr I Jackman SC with Mr I Ahmed (Plaintiffs)