The Court granted leave under s 444GA(1)(b) of the Corporations Act to transfer all shares and options in an insolvent company to a DOCA proponent, finding no unfair prejudice to members where the company's liabilities exceeded assets by approximately $5.32 million and the equity had nil value in both DOCA and liquidation scenarios. Following Beach J's approach in Clubb (Toys 'R' Us) [2025] FCA 1135, the Court used s 447A to modify s 444GA so that references to 'shares' and 'members' encompassed options and option holders, enabling their compulsory transfer to the proponent. The Court confirmed that where shareholders and option holders would receive no return under either a DOCA or liquidation, and the DOCA provides a better return to creditors and preserves employee entitlements, the transfer is not unfairly prejudicial.
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