In the matter of Westfield Corporation Limited (No 2) [2018] NSWSC 921

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Westfield Corporation Limited (No 2) [2018] NSWSC 921 Hearing dates: 29 May 2018 Decision date: 20 June 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: The WCL Merger Scheme and WCL Demerger Scheme are approved under s 411 of the Corporations Act 2001 (Cth) and the judicial advice sought with respect to the implementation of the WAT Trust Scheme and WFDT Trust Scheme is given under s 63 of the Trustee Act 1925 (NSW). Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – application under s 411 of the Corporations Act 2001 (Cth) for orders approving proposed schemes of arrangement – whether scheme is fair and reasonable so that an intelligent and honest man or woman who was a member of the relevant class, properly informed and acting alone, might approve it – where matter emerged after securityholders' meeting which securityholders did not have opportunity to take into account – whether that matter was an important supervening event that materially altered the scheme. Legislation Cited: - Corporations Act 2001 (Cth) s 411 - Trustee Act 1925 (NSW) s 63 Cases Cited: - Re Australand Holdings Limited (2005) 219 ALR 728 - Re Central Pacific Minerals NL [2002] FCA 239 - Re City Of Melbourne Bank (in liq) [1897] 19 ALT 80 - Re Telford Inns Pty Ltd (1985) 10 ACLR 312 - Re The Hills Motorway Ltd (2002) 43 ACSR 101 - Re Permanent Trustee Co Limited (2002) 43 ACSR 601 - Re Seven Network Limited (No 3) (2010) 77 ACSR 701 - Re Simavita Holdings Limited [2013] FCA 1274 Category: Principal judgment Parties: Westfield Corporation Limited (First Plaintiff) Westfield America Management Limited as responsible entity of the Westfield America Trust (Second Plaintiff) Westfield America Management Limited as responsible entity of the WFD Trust (Third Plaintiff) Representation: Counsel: I M Jackman SC/D F C Thomas (Plaintiffs) J R J Lockhart SC (Unibail-Rodamco SE)