Great Southern Managers Australia Ltd (Receivers and Managers appointed) (in Liq)

The case before the court involved Great Southern Managers Australia Ltd, which had been appointed as receivers and managers, and sought judicial advice and directions regarding amendments to certain managed investment schemes. The applicants proposed to replace the existing Responsible Entity and to amend the scheme constitutions and growers' agreements. The court was asked to determine whether the proposed constitutional amendments were permissible under section 601GC of the Corporations Act 2001 (Cth), and whether the existing or proposed powers of attorney allowed the Responsible Entity to amend the growers' agreements. Additionally, the court examined the processes for conducting meetings of growers' to consider the proposed amendments, including the valuation of votes and the distinction between unimpaired, impaired, and partly-impaired interests.

The central legal issues revolved around the interpretation and application of sections 601GC, 601FC, and 253F of the Corporations Act 2001 (Cth). The applicants argued that the proposed amendments were necessary and permissible under the Act, while the respondents raised concerns about the validity and scope of the powers of attorney and the processes for conducting the meetings. The court also had to consider whether the receivers and managers had the power to call the meetings under section 420 of the Act, and the role of extrinsic material in interpreting statutory terms.

The court found that the proposed constitutional amendments were permissible under section 601GC of the Act. It concluded that neither the existing nor the proposed powers of attorney conferred the power to amend the growers' agreements on the Responsible Entity. The court held that the existing power of attorney was not in full force and effect, and the replacement Responsible Entity could not exercise the existing power in lieu of the original Responsible Entity. The court also found that the processes for conducting the meetings were generally in line with the requirements of the Act, including the valuation of votes and the distinction between different classes of interests. The court emphasised the importance of ensuring that voting was done only by those members entitled to vote and that members had the opportunity for discrete discussion.

The court ordered that the receivers and managers could call the meetings to consider the proposed amendments, provided that the processes for conducting the meetings complied with the requirements of the Act. The court also directed that the valuation of votes and the distinction between different classes of interests were to be conducted in accordance with the statutory provisions. Finally, the court noted that the role of extrinsic material was limited where the statutory terms were clear, and it declined to consider any such material in interpreting the relevant provisions of the Act.