Crawley v Short (No 2)

[2010] NSWCA 97

NSW Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Oppression
3. › Compulsory purchase order
4. › Basis of valuation of shares
5. › Whether going concern basis different from net assets basis adopted at trial
6. › Whether share purchase order should be reformulated
7. › Corporations Act 2001 (Cth), s 233
1. Corporations
2. › Oppression
3. › Compulsory purchase order
4. › Valuation principles
5. › Discretion as to method of calculating price
6. › Only restriction that price be proper exercise of judicial discretion
7. › Corporations Act 2001 (Cth), s 233
1. Practice and Procedure
2. › Costs
3. › Appeal and cross-appeal
4. › Mixed success
5. › Whether no order as to costs appropriate where parties had broadly equivalent degrees of success

Quick Take

When making a share purchase order under s 233 of the Corporations Act 2001 (Cth), the court is not bound to apply any particular valuation methodology; the only constraint is that the price be a proper exercise of judicial discretion. A capitalised earnings basis of valuation of hotel assets is consistent with a going concern basis.