The general principle that is applied in disputes as to whether a resolution should be allowed to proceed to a meeting of members is, if the matter is within the power of members to decide, let them decide.
Courts are reluctant to stop members from meeting.
And so it was in Re Australian Style Investments Pty Ltd [2009] VSC 128. when BrisConnections Management Company Ltd (BMC) sought a declaration that requests made by ASI to BMC to convene meetings of unit holders of the trusts are not requests lawfully made for the purpose of Part 2G.4 of the Corporations Act 2001 and that BMC not be required to call a meeting of members of BrisConnections Investment Trust (BIT) and BrisConnections Holding Trust (BHT) pursuant to s 252B(1) of the Corporations Act 2001 in response to the requests of ASI.
BrisConnections alleged ASI engaged in misleading or deceptive conduct in its statement accompanying the meeting requisitions, that the meeting was called for a purpose that cannot be achieved and that notice was not given for a proper purpose.
Although Judge Robson found a procedural irregularity he did not invalidate the notice.
Separately in Macquarie v BrisConnections [2009] QSC 82 Macquarie sought to prevent potential breaches of contract by BMC and to prevent ASI from voting at the meeting and thereby knowingly causing BCM to breach its contracts with Macquarie. Judge Dutney decided that generally the members’ rights to vote take precedence and declined to exercise his discretion and grant the injunction.
UPDATE 16 April: the requisitionist was paid $4.5million to transfer his proxies and vote against his own resolutions! As a result his resolutions were defeated.( see The Australian)
