In the matter of Molopo Energy Limited; Molopo Energy Limited v Keybridge Capital Limited [2014] NSWSC 1864

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Molopo Energy Limited; Molopo Energy Limited v Keybridge Capital Limited [2014] NSWSC 1864 Hearing dates: 16 and 17 December 2014 Decision date: 19 December 2014 Jurisdiction: Equity Division - Corporations List Before: White J Decision: Refer to paras [111], [113] and [114] of judgment Catchwords: CORPORATIONS - share capital - reductions of share capital - Corporations Act 2001 (Cth) ss 256A-256E - management and administration - meetings - validity of shareholder's requisition for meeting - defendant shareholder sought to requisition meeting to propose resolution for constitutional amendment permitting company in general meeting to reduce share capital and further resolution to effect reduction of share capital - defendant shareholder served second requisition conditional on first resolution not being passed proposing resolution for removal of some directors of plaintiff and their replacement by plaintiff's nominees and further provided for removal of any directors appointed between service of requisition and date of meeting - where legal proceedings pending in overseas jurisdiction against plaintiff and related entities - where plaintiff's liability to claimants contingent on outcome of pending legal proceedings and quantum not yet determined - whether Corporations Act 2001 (Cth) s 256B permits shareholders to effect capital reduction other than by approving proposal to do so made by the board - whether company precluded from making proposed reduction which might materially prejudice its ability to pay creditors - whether resolution relating to removal of directors conditions on other resolutions not being passed bad by virtue of conditionality or because directors might cause company to contravene Act or for infringing Corporations Act 2001 (Cth) s 203D Legislation Cited: Corporations Act 2001 (Cth) Company Law Review Act 1998 (Cth) Companies Act 1862 (UK) Cases Cited: Wentworth Securities Ltd v Jones [1980] AC 74 Taylor v The Owners of Strata Plan 11564 [2014] HCA 9; (2014) 306 ALR 547 National Roads and Motorists' Association v Parker (1986) 5 NSWLR 517 Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358 NRMA v Scandrett [2002] NSWSC 1123 Texts Cited: Words and Phrases, Permanent Edition (Thompson West) Category: Principal judgment Parties: Molopo Energy Limited (Plaintiff) Keybridge Capital Limited (Defendant) Representation: Counsel: J Giles (Plaintiff) M Darke SC (Defendant) Solicitors: Minter Ellison (Plaintiff) Atanaskovic Hartnell (Defendant) File Number(s): 2014/347305