In the matter of E&P Investments Limited as responsible entity for CD Private Equity Fund I, CD Private Equity Fund II, CD Private Equity Fund III and CD Private Equity Fund IV [2022] NSWSC 1442

Supreme Court New South Wales

Medium Neutral Citation: In the matter of E&P Investments Limited as responsible entity for CD Private Equity Fund I, CD Private Equity Fund II, CD Private Equity Fund III and CD Private Equity Fund IV [2022] NSWSC 1442 Hearing dates: 7 October 2022 Date of orders: 7 October 2022 Decision date: 24 October 2022 Jurisdiction: Equity - Corporations List Before: Black J Decision: Order made convening scheme meetings and approving the scheme booklet for distribution to shareholders. Judicial advice given that responsible entity of four registered schemes is justified in propounding resolutions to implement the proposed trust schemes and proceeding on the basis that constitutional amendments to implement the trust schemes are within the constitutional powers of alteration and s 601GC of the Corporations Act 2001 (Cth). Catchwords: CORPORATIONS – Managed investments – Application for judicial advice by responsible entity under s 63 of the Trustee Act 1925 (NSW) – Whether responsible entity would be justified in propounding resolutions to implement the proposed trust scheme – Whether proposed amendments are within the constitutional powers of alteration and s 601GC of the Corporations Act. Legislation Cited: - Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) - Corporations Act 2001 (Cth) Ch 5C, Ch 6D Trustee Act 1925 (NSW), s 63 Cases Cited: - Re Australian Leisure and Entertainment Management Ltd [2021] NSWSC 1421 - Re DUET Finance Ltd [2017] NSWSC 415 - Re Ellerston Global Investment Ltd [2020] NSWSC 879 - Re Irongate Funds Management Ltd [2022] NSWSC 723 - Re Macquarie Capital Alliance Ltd (2008) 67 ACSR 484; [2008] NSWSC 745 - Re Magellan Asset Management Ltd (as responsible entity of Magellan Global Fund) (2020) 150 ACSR 23; [2020] NSWSC 1535 - Re Mirvac Ltd (1999) 32 ACSR 107; [1999] NSWSC 457 - Re Simavita Holdings Ltd [2013] FCA 1274 - Re Spark Infrastructure RE Limited [2021] NSWSC 1385 - Re Sydney Airport Holdings Ltd [2013] NSWSC 1665 - Re Walsh & Company Investments Ltd as responsible entity of Fort Street Estate Capital Fund I & Ors [2020] NSWSC 1509 - Re Walsh & Company Investments Ltd as responsible entity of Fort Street Estate Capital Fund I & Ors [2020] NSWSC 1746 Category: Principal judgment Parties: E&P Investments Limited as responsible entity for CD Private Equity Fund I (First Plaintiff) E&P Investments Limited as responsible entity for CD Private Equity Fund II (Second Plaintiff) E&P Investments Limited as responsible entity for CD Private Equity Fund III (Third Plaintiff) E&P Investments Limited as responsible entity for CD Private Equity Funds IV (Fourth Plaintiff) Representation: Counsel: M A Izzo SC (Plaintiffs)