Cordiant Communications (Australia) Pty Ltd v The Communications Group Holdings Pty Ltd

(2005) 55 ACSR 185; [2005] NSWSC 1005

Supreme Court of NSW

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Interrogate

Catchwords

1. Corporations
2. › Meetings
3. › Proxies
4. › Power of attorney as proxy
5. › Whether power of attorney can constitute a proxy for purposes of Corporations Act
6. › Whether proxy 'signed' by member where executed by attorney on member's behalf
7. › Whether proxy valid where company name incorporated by reference rather than expressly stated
8. › Corporations Act 2001 (Cth), ss 250A(1), 250B
1. Corporations
2. › Meetings
3. › Voting rights
4. › Shareholder's statutory right to vote
5. › Whether irrevocable power of attorney disentitles shareholder from attending and voting in person
6. › Effect of member's presence on proxy's authority
7. › Whether statutory right to vote can be taken away by contract
8. › Corporations Act 2001 (Cth), ss 249X(1), 249Y(3), 250D
1. Corporations
2. › Meetings
3. › Chairman's rulings
4. › Whether chairman's ruling as to admission of proxies final and binding
5. › Whether erroneous ruling effective to take away member's statutory right to vote
6. › Whether constitution provides for effect of member's presence on proxy authority within s 249Y(3)
1. Corporations
2. › Meetings
3. › Procedural irregularity
4. › Distinction between procedural and substantive irregularity
5. › Whether wrongful denial of statutory right to vote is procedural irregularity
6. › Meaning of substantial injustice
7. › Whether special resolution should be validated
8. › Corporations Act 2001 (Cth), ss 1322(2), 1322(4)(a), 1322(6)

Quick Take

A shareholder's statutory rights to attend and vote at meetings under ss 249X(1), 249Y(3) and 250D(1) of the Corporations Act cannot be taken away by contract; a vote cast in breach of a shareholders agreement is valid for the purposes of the meeting, though the breach may be restrained by injunction. The wrongful denial of a shareholder's statutory right to vote is a substantive irregularity, not a procedural irregularity within s 1322(2). An irrevocable power of attorney confers on the donee the right to act independently of, and contrary to, the directions of the donor.