MacarthurCook Fund Management Limited & Anor v TFML Limited

MacarthurCook Fund Management Limited and another party (the applicants) sought judicial review of a decision by TFML Limited (the respondent) to refuse to register a transfer of units in a registered managed investment scheme. The applicants were the proposed transferees of units in the scheme, which was managed by MacarthurCook. The respondent, as the responsible entity for the scheme, had refused to register the transfer on the grounds that the transfer was not accompanied by the requisite transfer forms and that the applicants had not provided sufficient information to satisfy anti-money laundering and counter-terrorism financing (AML/CTF) requirements.

The primary legal issue before the High Court of Australia was whether the respondent's refusal to register the transfer of units was lawful. Specifically, the court had to determine whether the respondent was entitled to refuse registration based on the grounds it had asserted, and whether its obligations under the *Corporations Act 2001* (Cth) and the scheme's constitution were overridden by its obligations under the *Anti-Money Laundering and Counter-Terrorism Financing Act 2006* (Cth) and associated regulations.

The High Court held that the respondent's refusal to register the transfer was unlawful. Their Honours found that the respondent had failed to establish that the transfer forms were insufficient or that the applicants had failed to comply with the scheme's constitution. Furthermore, the court determined that while the respondent had obligations under the AML/CTF Act, these obligations did not permit it to refuse registration of a transfer that otherwise complied with the *Corporations Act* and the scheme's constitution. The court emphasised that the respondent's statutory duties as a responsible entity under the *Corporations Act* were paramount in this context.

The High Court ordered that the respondent register the transfer of units in the managed investment scheme.