Perpetual Custodians Ltd as custodian for Tamoran Pty Ltd as trustee for Michael Crivelli v IOOF Investment Management Ltd; Murray v Perennial Investment Partners Ltd [2013] NSWCA 231

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Perpetual Custodians Ltd as custodian for Tamoran Pty Ltd as trustee for Michael Crivelli v IOOF Investment Management Ltd; Murray v Perennial Investment Partners Ltd [2013] NSWCA 231 Hearing dates: 27, 28 June 2013 Decision date: 19 July 2013 Before: McColl JA [1] Gleeson JA [2] Leeming JA [3] Decision: Appeals dismissed, with costs. [Note: The Uniform Civil Procedure Rules 2005 provide (Rule 36.11) that unless the Court otherwise orders, a judgment or order is taken to be entered when it is recorded in the Court's computerised court record system. Setting aside and variation of judgments or orders is dealt with by Rules 36.15, 36.16, 36.17 and 36.18. Parties should in particular note the time limit of fourteen days in Rule 36.16.] Catchwords: COMPANIES - Compromises and arrangements - Scheme of arrangement - Transfer scheme conferring authority on target to transfer members' shares to acquirer in exchange for shares in acquirer - Statutory majority of members voted in favour of scheme - Whether target company and its members who voted in favour of scheme "associates" - Whether relevant agreement between target and members voting in favour of scheme for purpose of controlling or influencing composition of acquirer's board or conduct of acquirer's affairs - Whether target and members voting in favour of scheme acting in concert - Whether target and members voting in favour of scheme proposing to become associated - Whether target and members voting in favour of scheme had "together become entitled" to shares in acquirer

CONTRACT - Construction and interpretation - Definitions - Whether definition displaced by context