The Court held that Dexus committed a material Irremediable Breach of the APAC Shareholders' Deed by disclosing extensive confidential information — including the Company's Long-Term Model — to prospective purchasers and their advisors via a virtual data room without first obtaining confidentiality deeds in a form to the reasonable satisfaction of, and enforceable by, the other shareholders as required by cl 15.4(g). The breach was irremediable because the confidential information, once disclosed, could not be recalled or its dissemination undone. The Court further held that the Default Notice was validly issued to all members of the Dexus Bloc (including Non-Selling Shareholders), that the directors were not improperly motivated in resolving to confirm the default and issue the notice, and that the conduct was not oppressive under s 233 of the Corporations Act 2001 (Cth). The question of the proper construction of the Affiliate transfer provisions (cl 16) — whether they continued to operate after AMP ceased to hold shares — was expressly left unresolved.
The full text is available to signed-in members, including the 4 later cases that cite this judgment.
1 of the 4 citing cases carry a classified treatment. How each court treated it is available to signed-in members.