Godolphin Australia Pty Ltd ACN 093921021 v Chief Commissioner of State Revenue

Godolphin Australia Pty Ltd (Godolphin) appealed to the High Court of Australia against a decision of the Supreme Court of New South Wales, which had affirmed a decision of the Chief Commissioner of State Revenue (the Commissioner). The dispute concerned the Commissioner's assessment of stamp duty on a transaction involving the transfer of shares in a company that owned thoroughbred horses. Godolphin argued that the transaction was not dutiable as it constituted a "corporate reconstruction" or "corporate consolidation" under the *Duties Act 1997* (NSW).

The High Court was required to determine whether the transfer of shares in a company, which was part of a broader scheme involving the transfer of assets and liabilities between related entities, qualified for an exemption from stamp duty as a corporate reconstruction or consolidation. Specifically, the Court had to consider the interpretation of the relevant provisions of the *Duties Act 1997* (NSW) that define and provide exemptions for such transactions, and whether the factual circumstances of Godolphin's transaction met the statutory criteria for these exemptions.

The Court held that the transaction did not qualify for the corporate reconstruction or consolidation exemption. Gageler CJ, writing for the majority, reasoned that the statutory language required a direct transfer of dutiable property between corporations that were part of the same corporate group, or a transfer of shares in a corporation that held dutiable property, to another corporation within the same group. In this instance, the transaction involved the transfer of shares in a company that owned horses, but the scheme did not involve the direct transfer of the horses themselves, nor did it satisfy the conditions for a consolidation of corporate assets. The Court emphasised that the exemptions are to be construed strictly and that the substance of the transaction, as evidenced by the statutory requirements, did not align with the purpose of facilitating genuine corporate reconstructions or consolidations.

The appeal was dismissed.