Bisan Ltd v Cellante

Bisan Ltd sued Cellante over the calling of a general meeting under sections 249F and 250A of the Corporations Act. The dispute centred on whether the requisite percentage of voting power was satisfied when the full-paid vendor withdrew authority for action under section 249F(1) before the meeting was called and held, despite remaining registered as a shareholder. Additionally, the case examined the validity of proxy appointment forms, specifically whether non-compliance with sections 250B and 250BA, which require the forms to be returned to the company, rendered them invalid. The court also considered whether the meeting was improperly called to appoint board members without a takeover bid in accordance with Chapter 6 of the Corporations Act.

The court was required to determine whether the transfer of voting shares constituted the statutory percentage of voting power when the full-paid vendor withdrew authority for action under section 249F(1) before the meeting was called and held. Additionally, the court needed to decide if proxy appointment forms that complied with section 250A of the Corporations Act were valid despite non-compliance with the company's constitution. Furthermore, the court had to consider whether the meeting was improperly called for the purpose of appointing board members without a takeover bid in accordance with Chapter 6 of the Corporations Act.

The court found that the transfer of voting shares did not constitute the requisite percentage of voting power when the full-paid vendor withdrew authority for action under section 249F(1) before the meeting was called and held, despite remaining registered as a shareholder. The court held that the proxy appointment forms were valid, despite non-compliance with sections 250B and 250BA, as they complied with section 250A of the Corporations Act. The court further determined that the meeting was not improperly called for the purpose of appointing board members without a takeover bid in accordance with Chapter 6 of the Corporations Act.

The court ordered that the meeting called by Cellante was invalid, and restrained any further action under the authority of the meeting. The court also ordered that the proxy appointment forms were valid and could be used for the meeting.