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Results: 1-10 of 75

When will a dividend be mandatory?: Wambo Coal Pty Ltd v Sumiseki Materials Co Ltd 2014 NSWCA 326
  • Gilbert + Tobin
  • Australia
  • November 18 2014

This case illustrates that whether a dividend is mandatory depends on the true construction of the relevant provisions (in this case in the company's


Finding a ‘fraudulent and dishonest design’ for the purpose of liability of third parties who knowingly assist in a breach of fiduciary duty: Hasler v Singtel Optus Pty Ltd; Curtis v Singtel Optus Pty Ltd; Singtel Optus Pty Ltd v Almad Pty Ltd 2014 NSWCA 266
  • Gilbert + Tobin
  • Australia
  • October 3 2014

There have been inconsistent formulations of the "dishonest and fraudulent design" element of the second limb of Barnes v Addy since the Court of


Can a deed be binding without the signature of all parties?: Pratap v Permanent Custodians Limited 2013 NSWSC 1918
  • Gilbert + Tobin
  • Australia
  • February 25 2014

This case serves as a useful reminder that once a party has signed, sealed and delivered a deed (other than a guarantee), it becomes binding on that


When will appointment of voluntary administrators constitute oppressive conduct? Ubertini v Saeco International Group Spa (No 4) 2014 VSC 47
  • Gilbert + Tobin
  • Australia
  • April 28 2014

The Court found that the appointment of voluntary administrators to a company constituted oppressive conduct under section 232 of the Corporations


Be very cautious when in the position of a director of both parties to a contract: Agricultural Land Management Ltd v Jackson No 2 2014 WASC 102
  • Gilbert + Tobin
  • Australia
  • May 28 2014

This case provides a useful discussion on the duties of a person who is in the position of a director of both the vendor and the purchaser under a


An entitlement to rely on the statutory due execution assumptions does not confer proprietary rights good against third parties: Esperance Cattle Company Pty Ltd v Granite Hill Pty Ltd 2014 WASC 279
  • Gilbert + Tobin
  • Australia
  • October 3 2014

A sublessee was entitled to rely on the assumption of due execution under section 129(5) of the Corporations Act 2001 (Cth) in respect of a sublease


When will a contract by frustrated for illegality?: PT Arutmin Indonesia v PT Thiess Contractors Indonesia 2013 QSC 332
  • Gilbert + Tobin
  • Australia
  • February 25 2014

The Supreme Court of Queensland refused to find that changes in the law which affected a company's ability to engage a contractor or changes to the


Supreme Court of Victoria considers whether a shareholders agreement was effective as a resolution to amend a constitution in Re Rectron Electronics Pty Ltd
  • Gilbert + Tobin
  • Australia
  • September 19 2013

The Supreme Court of Victoria upheld the resolutions passed at a directors' meeting conducted on the footpath outside the company's office after the


Full Court of the Federal Court of Australia considers fiduciary and statutory duties owed by directors to a company in Omnilab Media Pty Limited v Digital Cinema Network Pty Ltd
  • Gilbert + Tobin
  • Australia
  • March 22 2012

This case concerned a joint venture company, Digital Cinema Network Pty Ltd (DCN), which negotiated with film studios and cinema owners in preparing Virtual Print Fee (VPF) agreements with regards to US film studies providing financial assistance to cinema owners converting movie projections from analogue to digital


Supreme Court of NSW considers scope of shareholder power in In the matter of Winlyn Developments Pty Ltd
  • Gilbert + Tobin
  • Australia
  • December 14 2011

In this case, 2 shareholders of Winlyn Developments Pty Ltd (Winlyn), Ms Yu Wen Cao and Mr Jinbiao Zheng, convened a general meeting of the company