King & Wood Mallesons

Asia-Pacific 100 position: 3

High Court confirms broad power of courts to validate corporate contraventions

The High Court has adopted a broad interpretation of what constitutes a ‘contravention’ of the Corporations Act 2001 (Cth) or a company constitution, confirming the power of the courts to validate such acts.

The case arose from a dispute concerning the governance of a closely held company, LW Furniture Consolidated (Aust) Pty Ltd. In 1973, Amiram Weinstock and Tamar Beck were appointed as directors of the company “to hold office until the next annual general meeting of the company”. It was accepted in the litigation that their appointments came to an end at the start of the next annual general meeting, pursuant to the company’s articles.

Resolutions were passed at subsequent AGMs purporting to reappoint retiring directors, but it was accepted that none of those resolutions effected the appointment of either Mr Weinstock or Mrs Beck as directors because none of the issued shares carried voting rights. Nevertheless, both Mr Weinstock and Mrs Beck continued to act as if they were directors until Mrs Beck resigned from office in 1982. Mr Weinstock continued to act as a de facto director for some 30 years, at which time he purported to appoint his wife, Helen, as an additional director under a power contained in the company constitution…

If you are registered and logged in to the site, click on the link below to read the rest of the King & Wood Mallesons briefing. If not, please register or sign in with your details below.

 

Sign in or Register to continue reading this article

Sign in

Register

It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer

 

Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.

 

Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.

 

Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Briefings from King & Wood Mallesons

View more briefings from King & Wood Mallesons

Analysis from The Lawyer

View more analysis from The Lawyer

Overview

Level 61, Governor Phillip Tower
1 Farrer Place
Sydney
NSW 2000
Australia
http://www.kwm.com

Jurisdiction: PRC/Australia
No. of offices: 20
No. of qualified lawyers: 1,252