Village Roadshow Limited v Boswell Film GmbH

[2004] VSCA 16

Victorian Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Share capital
3. › Buy-back of shares
4. › Selective buy-back
5. › Approval by special resolution
6. › Whether s 257D prevents persons whose shares are proposed to be bought back from voting against the resolution
7. › Corporations Act 2001 (Cth), s 257D(1)(a)
1. Corporations
2. › Share capital
3. › Buy-back of shares
4. › Selective buy-back
5. › Whether buy-back constitutes 'a proposal to reduce the share capital of the Company'
6. › Preference shareholders' voting rights under company constitution
7. › Corporations Act 2001 (Cth), ss 257H, 258E
1. Corporations
2. › Scheme of arrangement
3. › Approval by court
4. › Whether scheme could be approved where preference shareholders wrongly denied right to vote at general meeting
5. › Corporations Act 2001 (Cth), ss 411, 1322

Quick Take

Section 257D(1)(a) of the Corporations Act 2001 only excludes votes cast IN FAVOUR of a selective buy-back resolution by persons whose shares are proposed to be bought back; it does not prevent them from voting AGAINST the resolution. A selective buy-back of shares paid for out of share capital is 'a proposal to reduce the share capital of the Company' within the meaning of standard constitutional provisions conferring voting rights on preference shareholders in that circumstance, even though the Corporations Act treats buy-backs and capital reductions as separate mechanisms.