Zabusky & Ors v Virgtel Ltd & Ors

[2012] QCA 107

Queensland Court of Appeal

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Corporations
2. › Derivative actions
3. › Standing to bring derivative action
4. › Whether unregistered shareholder may bring derivative action at common law
5. › Whether equitable owner of shares has standing
6. › Rule in Foss v Harbottle
7. › Exceptions
1. Corporations
2. › Derivative actions
3. › Stay of proceedings
4. › Temporary stay pending foreign proceedings
5. › Whether foreign proceedings concerning shareholdings would materially affect derivative action for misappropriation
6. › Whether common issues required for stay
1. Practice and Procedure
2. › Parties
3. › Joinder
4. › Joinder of additional applicants to derivative action nunc pro tunc
5. › Whether desirable, just and convenient
6. › Uniform Civil Procedure Rules 1999 (Qld), r 69(1)
1. Appeal
2. › Interference with discretion of court below
3. › Refusal of temporary stay
4. › Whether error of law shown in exercise of discretion

Quick Take

In Queensland, a shareholder with an equitable or unregistered interest in shares may bring or join a common law derivative action if the evidence sufficiently establishes their status as a shareholder, even if their name does not appear on the company's register of members. The purported rule requiring registration, traced to Maas v McIntosh (1928), has been rejected as lacking a satisfactory rationale and as capable of causing injustice. This applies only to the residual class of cases where common law derivative action principles still govern (principally unregistered foreign corporations).