HNA Irish Nominee Limited v Kinghorn

In the case of HNA Irish Nominee Limited v Kinghorn, the parties were HNA Irish Nominee Limited and Allco Managed Investment Scheme, acting on behalf of unitholders, versus Kinghorn and Veal. The dispute involved the alleged improper issuance of shares and the conduct of general meetings of certain companies. The case was heard in the Federal Court of Australia. The legal issues that the court had to decide centred on the interpretation of the company constitutions and whether certain provisions entitled holders of preference shares to vote on resolutions. Additionally, the court had to determine if these resolutions would alter the rights attached to ordinary shares without the consent of the ordinary shareholders.

The court began by examining the constitutions of the relevant companies, particularly focusing on the company RILA VQY Pty Limited. The court noted that the constitutions of these companies provided for different classes of shares, including ordinary and preference shares. The primary question before the court was whether the holders of preference shares had the right to vote on resolutions as specified in the notices of a meeting held on 3 February 2010. If such a right existed, the court also had to determine whether these resolutions would alter the rights attached to ordinary shares.

After careful consideration of the constitutions and the notices of meeting, the court concluded that the holders of preference shares did not have the right to vote on the resolutions in the specified form. Consequently, the question of whether these resolutions would alter the rights of ordinary shareholders did not arise. The court therefore declared that no ordinary shares were issued on or after 3 February 2010. As a result, certain claims for relief by HNA and Allco Managed were dismissed. The court also noted that if either of the preliminary questions had been answered in the affirmative, certain claims would have been upheld, but since both questions were answered in the negative, the claims were dismissed.