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Re Westfield Corporation Limited

Re Westfield Corporation Limited

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Westfield Corporation Limited [2018] NSWSC 584
Hearing dates: 12 April 2018
Decision date: 02 May 2018
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Order made convening scheme meetings and approving the scheme booklet for distribution to shareholders. Judicial advice given that WAML is justified in propounding resolutions to implement the proposed trust schemes and proceeding on the basis that the amendments made to the WAT and WFDT constitutions to implement those trust schemes are within the powers of alteration conferred by those documents and s 601GC of the Corporations Act 2001 (Cth).

Catchwords:
CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – application under s 411 of the Corporations Act 2001 (Cth) for orders convening meetings of members to consider and, if thought fit, to agree to proposed schemes of arrangement – whether requirements to order scheme meetings are satisfied.
CORPORATIONS – managed investments – application for judicial advice by responsible entity under s 63 of the Trustee Act 1925 (NSW) – whether responsible entity would be justified in propounding resolutions to implement the proposed trust schemes – whether proposed amendments are within the powers of alteration conferred by the constitution of the managed investment scheme and s 601GC of the Corporations Act.
Legislation Cited: - Corporations Act 2001 (Cth) ss 411, 412, 601GC, 256B
- Trustee Act 1925 (NSW) s 63
- Securities Act 1933 (US), s 3(a)(10)
Cases Cited: - Re Adelaide Bank Limited [2007] FCA 1582
- Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
- Re Brambles Industries Ltd [2006] FCA 1273; (2006) 59 ACSR 501
- Re Coles Group Limited (2007) 25 ACLC 1380
- Re Duet Finance Ltd [2017] NSWSC 415
- Re DUET Management Company 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34
- Re Hills Motorway (2002) 43 ACSR 101
- Re Hostworks Group Ltd [2008] FCA 64; (2008) 26 ACLC 137
- Re Macquarie Capital Alliance Ltd [2008] NSWSC 745; (2008) 67 ACSR 484
- Re Macquarie Communications Infrastructure Group [2009] NSWSC 487
- Re Macquarie Private Capital A Limited (2008) 26 ACLC 366
- Re Mirvac Ltd [1999] NSWSC 457; (1999) 32 ACSR 107
- Re Orion Telecommunications Ltd [2007] FCA 1389
- Re Permanent Trustee Co Ltd (2002) 43 ACSR 601
- Re SAI Global Ltd [2016] FCA 1312
- Re SFE Corporation Ltd [2006] FCA 670; (2006) 59 ACSR 82
- Re Simavita Holdings Limited [2013] FCA 1274
- Re Sydney Airport Holdings Ltd [2013] NSWSC 1665
- Re Tatts Group Limited [2017] VSC 552
- Re The Trust Company Ltd [2013] NSWSC 1680
- Re Toll Holdings Ltd [2015] VSC 123
- Re Veda Group Ltd [2015] FCA 1506
- Re WebCentral Group Ltd [2006] FCA 937
- Re Westfield Holdings Limited (2004) 49 ACSR 734
- Re Wridgways Australia Ltd [2010] FCA 1187
Category: Principal judgment

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2018] NSWSC 584
Decision Date: 02 May 2018

CaseChat Overview and Summary

Westfield Corporation Limited applied to the Federal Court of Australia to convene meetings of members to consider and approve proposed schemes of arrangement. The application was made under section 411 of the Corporations Act 2001 (Cth). The legal issues in the case centred around whether the requirements to order meetings under section 411 of the Act were satisfied and if the proposed amendments to the managed investment schemes were within the powers of alteration conferred by the constitution of the schemes and section 601GC of the Corporations Act.

The court examined the application for judicial advice by the responsible entity under section 63 of the Trustee Act 1925 (NSW). It considered whether the responsible entity would be justified in proposing resolutions to implement the proposed trust schemes. The court also assessed whether the proposed amendments were within the powers of alteration conferred by the constitution of the managed investment scheme and section 601GC of the Corporations Act.

In reaching its decision, the court considered the terms of the relevant statutes, the constitutions of the managed investment schemes, and the evidence presented by the parties. The court concluded that the requirements for convening meetings under section 411 of the Corporations Act were satisfied. It also found that the proposed amendments to the managed investment schemes were within the powers of alteration conferred by the constitutions of the schemes and section 601GC of the Corporations Act. The court therefore approved the application and authorised the convening of meetings to consider and approve the proposed schemes of arrangement.

The court's final orders included approving the application and authorising the convening of meetings to consider and approve the proposed schemes of arrangement. The court also directed that the responsible entity may propound resolutions to implement the proposed trust schemes, subject to the terms and conditions set out in the court's orders.

Orders