Re Macquarie Goodman Funds Management Ltd

Macquarie Goodman Funds Management Ltd (MGM) sought judicial review of an Australian Securities and Investments Commission (ASIC) decision to refuse to register a special resolution altering the constitution of a managed investment scheme. The resolution was intended to impose a condition subsequent on the vesting of certain assets. The primary question before the court was whether the special resolution could validly be made conditional upon future events after the resolution had been lodged with ASIC, as required by the legislation. The court needed to determine if such a condition could be legally binding without ASIC's approval.

The court held that the resolution was not valid if it could not take effect until a condition was satisfied after lodgment with ASIC. The court found that the statutory requirement for lodging the resolution with ASIC meant that it must be capable of taking effect immediately upon registration, without the need for any subsequent condition to be fulfilled. The condition subsequent imposed by the resolution was seen as altering the effect of the resolution in a manner not contemplated by the legislation, thus rendering it invalid. Consequently, the court quashed ASIC's decision and remitted the matter back to ASIC for reconsideration in light of the court's findings.

MGM's application for judicial review was successful, leading to the quashing of ASIC's decision and the remittal of the matter back to ASIC. The court's decision clarified that any special resolution altering the constitution of a managed investment scheme must be capable of taking effect without any conditions that need to be satisfied after lodgment with ASIC. The court's ruling reinforced the importance of strict compliance with statutory requirements when altering the constitution of a managed investment scheme, ensuring that all conditions are ascertainable at the time of registration.