Macarthurcook Fund Management Ltd

Macarthurcook Fund Management Ltd was before the court in relation to the alteration of the constitution of a registered managed investment scheme. The dispute centred on whether the alteration of the constitution was validly executed as a special resolution. The issue came before the Federal Court of Australia. The primary legal issue before the court was whether the procedural irregularity in the form of the resolution and accompanying documents rendered the special resolution invalid under section 1322(2) of the Corporations Act 2001 (Cth). Specifically, the court needed to determine if the discrepancies between the form of the resolution in the notice of meeting and the initialled form of the deed, including blanks for dates and a change in the entity's name, constituted a procedural irregularity that could invalidate the resolution.

The court found that the resolution was valid despite the procedural irregularity. It reasoned that the form of the resolution in the notice of meeting referred to an amending deed in a form produced to the meeting and initialled by the chairman for identification. The form of the deed accompanying the notice contained blanks for dates, which were completed in the form initialled by the chairman and reflected a change in the name of an entity. While there was a lack of correspondence between the two documents, the court held that this did not render the resolution invalid under section 1322(2). The court concluded that the procedural irregularity did not vitiate the special resolution as the essential information was present and the irregularity did not mislead or prejudice any party.

Consequently, the court held that the alteration of the constitution was valid and effective. The court's decision ensures that the resolution process for altering the constitution of a registered managed investment scheme can proceed despite minor procedural discrepancies, provided the essential information is communicated and understood by the parties involved. This decision provides clarity for fund managers and their shareholders in managing and altering the constitutional documents of investment schemes.