Australia, June 11 -- New South Wales Land and Environment Court issued text of the following judgement on May 12:

1. THE COURT: On 8 May 2025, shortly after the conclusion of oral submissions, this Court made orders dismissing this appeal with costs and discharging the stay which had been ordered pending the appeal. We indicated that reasons for judgment would be delivered promptly thereafter. These are our reasons.

Background

2. This appeal concerns a meeting of members of Keybridge Capital Ltd, held some three months ago, at around 4.30pm on 10 February 2025. The meeting had been called pursuant to s 249F of the Corporations Act 2001 (Cth) by the first respondent WAM Active Ltd, which is Keybridge's largest shareholder. The notice stated that the business of the meeting was to consider and, if thought fit, to pass resolutions:

to remove Mr Nicholas Bolton, Mr John Patton, Mr Frank Antony Catalano and Mr Richard Dukes as directors of Keybridge; and

to appoint Mr Geoffrey Wilson, Mr Jesse Hamilton, Mr Martyn McCathie and Mr Sulieman Ravell as directors of Keybridge.

3. The four men nominated by WAM Active Ltd are the second, third, fourth and sixth respondents to this appeal. Mr Hamilton was WAM Active's Joint Company Secretary. It is accepted that he was WAM Active's authorised representative at the meeting.

4. The notice stated that it was a "hybrid" meeting, which could be attended in person or by telephone, but added that no voting facilities were available by telephone. Members were advised they could vote by proxy. Proxy forms were to be supplied to BoardRoom Pty Ltd, which WAM Active had appointed as Meeting Registry, no later than 5pm Thursday 6 February 2025.

5. Keybridge and WAM Active are both ASX-listed public companies. WAM Active and associated entities hold approximately 43.5% of the total shares issued by Keybridge. Mr Catalano and his associated entities hold slightly more than 10% of the shares issued by Keybridge.

6. On the evening of 9 February, Keybridge's directors resolved to appoint a voluntary administrator, Mr Rathner. The primary judge, Nixon J, found that it was not established that Mr Rathner was appointed for an improper purpose. Nonetheless, his Honour also found that at that time, the time for members to submit proxy votes on the resolutions had expired, and that proxies in respect of more than 50% of Keybridge's total shares issued had been received in favour of the resolutions to remove Messrs Bolton, Patton and Dukes.

7. The Chair of the meeting, Mr Patton, purported to adjourn the meeting shortly after its commencement on 10 February. Messrs Catalano and Hamilton objected to his doing so. The primary judge found that the purported adjournment was invalid and of no effect. There is no challenge to that finding. Thereafter, in circumstances which will shortly be described in more detail, Mr Hamilton purported to chair the meeting and the resolutions were carried, save that in relation to the removal of Mr Catalano, which failed. Of course, once the resolutions were put forward for a vote, the outcome was predetermined by the proxies which had already been cast by WAM Active and Mr Catalano and entities associated with them. Mr Bolton made it clear while Mr Hamilton was purporting to chair the balance of the meeting that he was of the view that Mr Hamilton had no power to take that course and the resolutions purportedly passed were invalid.

8. WAM Active commenced proceedings the following day, 11 February 2025, seeking declaratory relief that the meeting was valid, that Mr Bolton had been removed and that its nominees had been appointed directors. There were no pleadings; instead the litigation was conducted on the basis of the originating process, a document entitled "Plaintiffs' issues and contentions" and the affidavits.

9. There was a final hearing in the Corporations List on 5, 6 and 7 March 2025, following which the primary judge delivered a judgment of some 376 paragraphs on 21 March: In the matter of Keybridge Capital Ltd [2025] NSWSC 240. The Court declared that:

(a) on 10 February 2025 at 4:30pm, Keybridge validly held a meeting of its members convened in accordance with s 249F of the Act;

(b) at the Section 249F Meeting, the members of Keybridge resolved that Mr Bolton, Mr Patton and Mr Dukes be removed as directors of Keybridge and that Mr Wilson, Mr Hamilton, Mr McCathie and Mr Ravell be appointed as directors of Keybridge; and

(c) following the Meeting on 10 February 2025, the directors of Keybridge were:

(i) Mr Catalano; (ii) Mr Wilson; (iii) Mr Hamilton; (iv) Mr McCathie; and (v) Mr Ravell.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/196c232650ce9e4908e5de88)

Disclaimer: Curated by HT Syndication.