This case is a reminder of the potentially devastating commercial consequences of knowingly assisting in breaches of fiduciary duties owed by employees to their former employers to protect business connections and other confidential information. In this case, the High Court ordered a business to account for its entire capital value of $14.8 million which included both actual and anticipated profits, and profits which may not have been the ‘direct result’ of knowing assistance in the breach.
The Federal Court has held that a board may postpone a meeting called by shareholders under section 249F in circumstances where there is a power in the company’s constitution permitting the board to postpone meetings and such power is exercise by the board for a proper purpose and the postponement period is reasonable. In such circumstances, the Court held that the postponement was not an unlawful interference with the statutory right of shareholders under section 249F.
This case is a useful reminder of the need to use clear contractual language that reflects the intentions of the parties to minimise the risk that a Court may construe the contract in a way in which one or more parties may not have intended.
There have been a number of recent cases which have illustrated the readiness of the Federal Court to protect the interests of the shareholders as well as the integrity of the market in situations where shares have been issued and on-sold with defective disclosure. In Re Wangle Technologies Ltd and Re Poseidon Nickel Ltd, each of the companies issued shares without correct disclosure under the Corporations Act 2001 (Cth).