Under s 444GA(3) of the Corporations Act 2001 (Cth), where a company has no residual value and members would receive nothing in liquidation, a compulsory transfer of shares to facilitate a recapitalisation will not unfairly prejudice members' interests. The court will compare the members' position under the proposed transfer with their position in a winding up. A mere transfer without compensation does not of itself constitute unfair prejudice. Members' interests as creditors or under commercial agreements are not relevant to the s 444GA(3) assessment; remedies for those interests lie under other provisions such as s 445D.
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