Keybridge Capital Limited v WAM Active Limited

Keybridge Capital Limited, the largest shareholder of WAM Active Limited, sought relief in the Federal Court of Australia regarding a general meeting of WAM Active's shareholders. Keybridge had called the meeting under section 249F of the Corporations Act 2001, but WAM Active's directors had changed the meeting's venue to an online format. Keybridge contested the validity of the online meeting and sought declarations regarding the meeting's legality and the resolutions passed. The court had to determine whether WAM Active's directors had the authority to alter the meeting's venue to a virtual format and if this authority was exercised correctly. Additionally, the court examined whether the directors acted for an improper purpose, which could invalidate their actions.

The court examined the legal authority for WAM Active's directors to change the venue of the meeting to a virtual format, considering the temporary pandemic-related measures that allowed for virtual meetings. The court found that the directors had the power to alter the meeting's venue under the Corporations Act and the relevant ASIC instruments. The court also determined that the directors exercised this power validly, as the changes were consistent with the legal provisions in place at the time. The court further held that the directors did not act for an improper purpose, as their actions were within the scope of their authority and aimed to comply with the legal requirements for virtual meetings.

In light of these findings, the court dismissed Keybridge's application. The court ruled that the online meeting, where Keybridge's resolutions did not pass, was legally valid. Furthermore, the court determined that the subsequent physical meeting called by Keybridge did not constitute a separate general meeting. Consequently, the plaintiff was ordered to pay the defendant's costs of the proceeding.