informed that in this case, as in Re Westfield Holdings Limited (2004)

(2004) 52 ACSR 194; [2004] NSWSC 1197

Supreme Court of NSW

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Interrogate

Catchwords

1. Corporations
2. › Managed investment schemes
3. › Constitution of registered scheme
4. › Modification or replacement by special resolution
5. › Whether special resolution may be conditional upon future event
6. › Whether modification may take effect after lodgment but upon occurrence of subsequent condition
7. › Corporations Act 2001 (Cth), s 601GC(1)(a), s 601GC(2)
1. Corporations
2. › Managed investment schemes
3. › Schemes of arrangement
4. › Interrelationship between scheme of arrangement approval and constitutional amendment
5. › Sequencing of lodgment and court approval

Quick Take

A special resolution to modify or replace the constitution of a registered managed investment scheme under s 601GC(1)(a) may be expressed to be conditional upon a future event (such as court approval of a scheme of arrangement), provided the modification does not purport to take effect before lodgment with ASIC under s 601GC(2). Section 601GC(2) identifies only the earliest point at which a modification can take effect, not the actual point of effect, leaving the special resolution free to specify a later operative time.