Stratford Sun Ltd v OM Holdings Ltd

Stratford Sun Limited sought to restrain OM Holdings Limited from putting certain resolutions to its Annual General Meeting (AGM), alleging breaches of the ASX Listing Rules, the Corporations Act 2001 (Cth), and the general law. The Federal Court of Australia was asked to decide whether injunctive relief should be granted to prevent the AGM from proceeding. The legal issues involved determining whether the alleged breaches raised serious questions to be tried, the balance of convenience and justice, and whether there were grounds for interlocutory injunctive relief.

The court considered whether the resolutions were likely to pass and if the balance of convenience and justice favoured granting an injunction. It was noted that some resolutions were contingent upon OM Holdings being listed on the Hong Kong Stock Exchange (HKSE), which was not expected before 30 June 2011. The court weighed the potential for wasted costs, the impact on the HKSE listing, and the shareholders' expectations against the need for interim relief. The court concluded that the likelihood of the AGM’s resolutions passing was not immediate, and the potential negative effects of an injunction on the HKSE listing outweighed the benefits. The court also highlighted that other shareholders were aware of the concerns but had not sought to prevent the AGM.

The court refused the injunction, noting that the concerns raised by Stratford Sun could be adequately addressed at the final hearing. The court emphasised the impracticality of interim relief given the potential impact on the HKSE listing and the lack of urgency. The case was fixed for final hearing, with specific timelines set for the filing and serving of documents and evidence. The final hearing was scheduled for 13 May 2011 before Foster J.