Shareholder Meetings, Notice, Resolutions

Malayan Breweries (Principle)

• Person can read hurriedly

• Insufficient to direct attention

• Supplementary material may be sufficient to save a meeting when noticed delivered 10 working days before meeting

Malayan Breweries (Facts)

• Merger

• Notice insufficient because it ommitted

  • Principle terms

  • total cost

  • why merger was desireable at that cost

  • short term disadvantages

Pacific coast mines

* Insufficient knowledge = Invalid Resolution
Notice must put shareholders in PAsition to judge whether they consent to proPAsal.

Marra Developments

Insufficient Notice
Hid both the source (who proposed what) AND

• the conflict ( the two sets opposed each other).

Moorgate

For special resos, the text must be in the notice and any later amendment cannot be a departure from substance of the circulated text

Byng

• Meeting invalid if shareholders excluded or cannot hear each other.

• Chairperson may adjourn for a proper purpose (Allow members reasonable opportunity to debate and vote);

• Adjournment can be judicially reviewed where the chair fails to consider relevant factors (e,g. organising meeting at time some shareholders cannot attend)

Wood

Need quorum for resos

• two were left shares but had NOT BECOME SHAREHOLDERS therefore quorum not met

• leaving mid meetin = quorum not met

Paringa Mines

UNLESS CONSTITUTION cannot pospone meeting

Turnbridge

also cant cancel unless constitution says so

John

adjohurnment invalid - decisions at meeting still valid.

• indefinite adjournment invalid. Chair should have allowed ~ 15 mins for fight to settle. chair left, remaining validly elected a chair because the adjournment was improper.

Maori Development

• Even if reso says chairperson’s determination of votes is final can still be challenged.

Chair wrongly rejected person’s authority to vote. The vote would have changed the outcome. Several resos were invalid.

Second Consolidated Trust

law TRUSTS you to count votes correctly

Resos invalid
= incorrect vote counting or
= failure to call poll (when necessary)

Cannon

Calling meeting at time when shareholder votes cant be effectively cast = Improper purpose

Sadler

Improper purpose to deliberately hold meeting at place shareholder cannot attend