Lianos v Order of AHEPA NSW Inc (No 2)

The appeal concerned the application of section 440D of the *Corporations Act 2001* (Cth) to proceedings where a company was placed under voluntary administration after the court had published its reasons for judgment but before final orders were made. The parties were the appellants, Lianos and others, and the respondent, Order of AHEPA NSW Inc. The dispute revolved around whether making final orders in an appeal constituted a step in legal proceedings that required leave under section 440D. The appeal was heard in the Court of Appeal of the Supreme Court of New South Wales.

The primary legal issue before the Court of Appeal was whether leave was required under section 440D(1)(b) of the *Corporations Act 2001* (Cth) to proceed with the making of orders by the Court of Appeal, given that the respondent company had been placed under voluntary administration after the primary judge had delivered reasons for judgment but before those reasons were translated into formal orders. A related issue was whether the proposed orders sought by the successful appellant reflected the reasons given for the appeal.

The Court of Appeal held that the making of orders by the court, even after reasons for judgment have been published, is a step in legal proceedings. Consequently, leave under section 440D(1)(b) was required to proceed with the making of the orders. The court granted leave, finding that the proposed orders accurately reflected the reasons given for the appeal. The court allowed the appeal, set aside the orders of the primary judge, and made declarations concerning the registration of resolutions, membership requirements, the validity of certain resolutions and proceedings, the rectification of a register, and the invalidity of certain appointments and resolutions. The respondent was ordered to pay the appellants' costs of the appeal and the court below, with a stay of 21 days on the orders.