Asciano Services Pty Ltd v Chief Commissioner of State Revenue

The High Court of Australia considered an appeal by Asciano Services Pty Ltd (Asciano) against a decision of the Chief Commissioner of State Revenue (NSW). The dispute concerned the application of the *Duties Act 1997* (NSW) to a series of transactions involving the acquisition of shares in a company that ultimately held significant infrastructure assets. The Commissioner had assessed Asciano for duty on the basis that it had acquired a relevant interest in the subject land, triggering a liability for stamp duty. Asciano contended that the transactions did not constitute a dutiable acquisition under the Act.

The central legal issue before the High Court was whether Asciano's acquisition of shares in a holding company, which in turn held shares in a company that owned land, constituted a dutiable acquisition of a relevant interest in that land for the purposes of the *Duties Act 1997* (NSW). Specifically, the Court had to determine the proper interpretation of the provisions relating to "indirect acquisitions" and "relevant interests" in land, and whether the chain of shareholdings established the necessary connection for duty to be levied.

The High Court, by majority, allowed Asciano's appeal. The Court reasoned that the definition of a "relevant interest" in land, as contained within the *Duties Act*, required a direct or sufficiently proximate link between the entity acquiring the interest and the land itself. The Court found that the chain of shareholdings in this instance was too attenuated to establish that Asciano had acquired a relevant interest in the land for the purposes of the Act. The statutory scheme, as interpreted by the majority, did not extend to deeming an interest in land to be acquired through such a remote indirect chain of ownership.

The High Court ordered that the appeal be allowed and that the assessment of duty be set aside.