Catchwords

CORPORATIONS - TAKE-OVER OFFERS - TAKE-OVER OFFERS AND STATUTORY CONTROL OF SHARE ACQUISITION - STATUTORY CONTROL OF SHARE ACQUISITION - where the respondent sought to acquire preference shares held by the appellants - where the respondent required to give fair value for the shares sought to be acquired - where the elimination of independent preference shareholders would give an administrative cost saving to the respondent - whether that cost saving should be taken into account in assessing fair value

CONSTITUTIONAL LAW - OPERATION AND EFFECT OF THE COMMONWEALTH CONSTITUTION - POWERS WITH RESPECT TO PROPERTY - POWER TO ACQUIRE PROPERTY ON JUST TERMS (CONSTITUTION, s 51(xxxi)) - JUST TERMS - PARTICULAR CASES - OTHER CASES - where the respondent sought to acquire preference shares held by the appellants - where the respondent required to give fair value for the shares sought to be acquired - where the elimination of independent preference shareholders would give an administrative cost saving to the respondent - whether the acquisition is not on just terms if that cost saving is not taken into account

CORPORATIONS - TAKE-OVER OFFERS - TAKE-OVER OFFERS AND STATUTORY CONTROL OF SHARE ACQUISITION - STATUTORY CONTROL OF SHARE ACQUISITION - where the respondent sought to acquire preference shares held by the appellants - where the respondent required to give fair value for the shares sought to be acquired - where the elimination of independent preference shareholders would give an administrative cost saving to the respondent - where one appellant submits the acquisition is not on just terms within s 51(xxxi) of the Commonwealth Constitution if that cost saving is not taken into account - whether if the acquisition is not on just terms the acquisition is invalidated or compensation is required to be paid

CORPORATIONS - TAKE-OVER OFFERS - TAKE-OVER OFFERS AND STATUTORY CONTROL OF SHARE ACQUISITION - STATUTORY CONTROL OF SHARE ACQUISITION - where the respondent sought to acquire preference shares held by the appellants - where the respondent engaged an expert to conduct a draft valuation - where the respondent then sought a report from that expert - whether the expert's report lacked independence

CORPORATIONS - SUPERVISION, REGULATION AND CORRECTION - IRREGULARITIES IN PROCEEDINGS - VALIDATING PROVISION - PROCEDURAL IRREGULARITY - where the respondent failed to disclose information known to it - whether that failure was a procedural irregularity that may be excused

PROCEDURE - COURTS AND JUDGES GENERALLY - JUDGES - DISQUALIFICATION FOR INTEREST OR BIAS - IN GENERAL - OTHER MATTERS - where ground of appeal that the learned primary judge was biased - where the question of bias is irrelevant to the appeal

PROCEDURE - COSTS - DEPARTING FROM THE GENERAL RULE - POWERS OF COURT - where application against 90 per cent shareholder pursuant s 664F of the Corporations Act 2001 (Cth) - whether the 90 per cent shareholder should pay the appellant's costs of the appeal