The Court refused leave under s 444GA(1)(b) to transfer shares in a DOCA on four grounds: (1) the administrator failed to prove shares had no residual value, particularly given an undisclosed $549,000 R&D tax rebate and uninvestigated insolvent trading claims; (2) there was a discernible potential benefit to members from liquidator investigation, engaging the exception recognised in Kipoi at [291]; (3) the discriminatory forfeiture of one member's shares without valid justification constituted unfair prejudice, with the Court holding that s 444GA(3) is not limited to residual value analysis but extends to discriminatory treatment of individual members analogous to s 445D(1)(f); and (4) granting the transfer would contravene s 1317AB(1)(b) by exercising a right against an eligible whistleblower on the basis of her protected disclosure. The Court further ordered under s 1317AE(1)(c) that the liquidator and his firm be restrained from acting as liquidator of either company, finding the administrator's pursuit of the share transfer application constituted detrimental conduct against the whistleblower.
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