In the matter of BG Iron and Steel Pty Ltd [2014] NSWSC 1283

Supreme Court New South Wales

Medium Neutral Citation: In the matter of BG Iron and Steel Pty Ltd [2014] NSWSC 1283 Hearing dates: 22 August 2014 Decision date: 19 September 2014 Jurisdiction: Equity Division - Corporations List Before: Black J Decision: Declaration made that the purported resolutions were passed in breach of relevant agreement. Parties to be heard as to specific form of injunctive relief and as to costs Catchwords: CORPORATIONS - management and administration - where fourth plaintiff and sixth defendant entered into agreement for, inter alia, issue of shares in first defendant - where agreement provided that all "major decisions" of first defendant must be agreed by minimum five out of seven directors of its board and for equality of representation on board of subsidiary holding relevant assets - where resolutions purportedly passed by four directors of first defendant to enable removal of second plaintiff as director of that subsidiary without contemporaneous appointment of director nominated by fourth plaintiff to that subsidiary - construction - whether purported passing of relevant resolutions constituted "major decisions" of first defendant - whether declaratory and injunctive relief sought by plaintiff should be granted. Legislation Cited: - Corporations Act 2001 (Cth) Cases Cited: - Ainsworth v Criminal Justice Commission [1992] HCA 10; (1992) 175 CLR 564 - Carlow Castle Pty Ltd t/as Greenhill Capital Partners v Aztec Resources Ltd [2014] NSWCA 123 - Cordiant Communications (Australia) Pty Ltd v Communications Group Holdings Pty Ltd [2005] NSWSC 1005; (2005) 55 ACSR 185 - Electricity Generation Corporation (t/as Verve Energy) v Woodside Energy Ltd [2014] HCA 7; (2014) 306 ALR 25 - Mainteck Services Pty Ltd v Stein Heurtey SA [2014] NSWCA 184 - Puddephatt v Leith [1916] 1 Ch 200 - Stratton Finance Pty Ltd v Webb [2014] FACFC 110 Texts Cited: - Macquarie Dictionary - Oxford English Dictionary Category: Principal judgment Parties: Francis Xiao (First Plaintiff) Edward Lee (Second Plaintiff) Jianxiong Ye (Third Plaintiff) BG Resources Pty Ltd (Fourth Plaintiff) BG Iron and Steel Pty Ltd (First Defendant) Stephen Chan (Second Defendant) Yi Ying Choi (Third Defendant) Fung Wa Wong (Fourth Defendant) Yingkin Wong (Fifth Defendant) Nanyang Mining Resources Investment Pty Ltd (Sixth Defendant) Representation: Counsel: J R Clarke SC (Plaintiffs) M A Jones SC (Second to Sixth Defendants) Solicitors: Maddocks (Plaintiffs) Lander & Rogers (Second to Sixth Defendants) File Number(s): 2014/52841