NSW Caselaw
Reported Decision : 61 ACSR 626 (2007) 25 ACLC 399
New South Wales Supreme Court
CITATION : ENT v Sunraysia [2007] NSWSC 270
HEARING DATE(S) : 23 March 2007
JUDGMENT DATE : 27 March 2007
JURISDICTION : Equity
JUDGMENT OF : Austin J
DECISION : Injunction granted to restrain defendant from proceeding with any business at meeting, other than adjournment
CATCHWORDS : CORPORATIONS - general meeting of shareholders - directors recommend that shareholders approve sale of main undertaking - directors' fiduciary duty of disclosure to shareholders - whether directors have a duty to take steps to obtain information - whether disclosure in explanatory materials for meeting was adequate - shareholder's claim to inspect books of company - whether court should make order limiting use so as to exclude use for takeover purpose TRADE AND COMMERCE - misleading and deceptive conduct - explanatory materials for meeting of shareholders to approve sale of main undertaking of company under ASX Listing Rules - appropriate form of remedy
Australian Stock Exchange Listing Rules, Listing Rule 11.2 LEGISLATION CITED : Corporations Act 2001 (Cth) ss 247A, 247B, 249L, 1324 Trade Practices Act 1974 (Cth) ss 52, 80
Acehill Investments Pty Ltd v Incitec Ltd [2002] SASC 344 Barrack Mines Ltd v Grants Patch Mining Ltd [1988] 1 Qd R 606 Chequepoint Securities Ltd v Claremont Petroleum NL (1986) 11 ACLR 94 Cleary v Australian Co-operative Foods Ltd (Nos 2 and 3) (1999) 32 ACSR 701 Fraser v NRMA Holdings Ltd (1995) 55 FCR 452 ICAL Ltd v County NatWest Securities Aust Ltd (1988) 39 NSWLR 214 CASES CITED : Lion Nathan Australia Pty Ltd v Coopers Brewery Ltd (2005) 55 ACSR 583 Metal Manufacturers Ltd v Marsh Electrical Pty Ltd (1998) 29 ACSR 245 Pancontinental Mining Ltd v Goldfields Ltd (1995) 16 ACSR 463 Re Augold NL [1987] 2 Qd R 297 Re Imperial Chemical Industries Ltd [1936] Ch 587 Samic Ltd v Metals Exploration Ltd (1993) 60 SASR 300 Unity APA Ltd v Humes Ltd [1987] VR 484 Winthrop Investments Ltd v Winns Ltd [1975] 2 NSWLR 666
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