Scheuer (Trustee) v Endless Solar Corporation Limited

The proceeding involves Mr Scheuer, acting as trustee for the Asher & Wald Trust, and Endless Solar Corporation Limited, which seeks to reinstate the registration of Speedpanel Australia Limited (SPA). Mr Scheuer has applied for an injunction to restrain a proposed meeting of SPA's shareholders, alleging that the notice of the meeting and proxy forms were defective. The Federal Circuit and Family Court of Australia heard the interlocutory application and was tasked with determining whether the notices and proxy forms complied with legal requirements and whether the balance of convenience favoured granting the injunction.

The court had to consider several legal issues, including whether the notices of meeting and proxy forms were sent to all shareholders, whether the notice period was sufficient, and whether the proxy forms were correctly completed. The court also had to assess whether the balance of convenience favoured granting the injunction, given that Endless Solar had not demonstrated significant prejudice if the meeting were restrained. Furthermore, the court needed to determine the appropriate case management orders to ensure the proper identification of SPA's members and to coordinate this proceeding with the Reinstatement Proceeding.

The court found that there was a prima facie case that the notices of meeting and proxy forms were in contravention of several legal requirements, including the failure to send notices to all shareholders and defects in the proxy forms. The court determined that the balance of convenience favoured granting the injunction, as there was no commercial urgency to appoint directors, and SPA had been deregistered since 2022 with no current business operations. The court also recognised the close connection between this proceeding and the Reinstatement Proceeding and ordered that both be case managed together to ensure appropriate steps were taken to identify SPA's members and, if necessary, supervise the convening of a meeting of SPA's members.

The court granted the injunction, restraining the defendants from holding the proposed meeting, and ordered that this proceeding be case managed together with the Reinstatement Proceeding. The proceeding was listed for further case management, and costs were reserved with liberty to apply. This decision ensures that SPA's members are properly identified and can receive proper notice of any future meetings to consider the appointment of new directors or other resolutions.