Administration cost savings that a 90% holder would obtain from eliminating independent minority shareholders are not to be included in the assessment of 'fair value' under s 667C(1) of the Corporations Act 2001 (Cth), because the company must be valued as a whole by assuming a hypothetical sale without regard to the consequences of the proposed acquisition. Even if such savings were included in the company's value, they would not be allocated to preference shareholders under s 667C(1)(b) given their limited financial risk, voting and distribution rights. The s 664F(4) costs provision requiring the 90% holder to bear costs does not extend to appeals. The constitutional validity of Part 6A.2 was upheld, though the judges diverged on whether the referred power under s 51(xxxvii) takes the legislation outside s 51(xxxi) or whether s 667C independently provides just terms.
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