Void Offer:  The High Court held agreements to purchase units in a luxury lodge (for more than $500,000) void, being offered in breach of the Securities Act, as the relevant $500,000 exemption from being an offer to the “public” was not applicable.  The finding was that “allotment” occurred when the obligation to pay arose (i.e. when unconditional) and for the exemption (Section 3(2)(a)(ii a)) to apply payment had to have been made before the allotment which did not happen.  An interesting interpretation.

No Fiduciary Duty Between Shareholders:  The High Court rejected an argument that in a small closely held company it should find a fiduciary duty between shareholders.

Meaning of Dividends:  The High Court, in a dispute between directors of a small company, upheld a District Court decision that certain payments were “dividends” (not management fees) and paid in breach of the solvency test.  The Court held one director (X) had sole responsibility for managing the business and financial side of the Company and that therefore that director breached his duty under Section 137 (to act in the best interests of the Company) and Section 52 (to exercise the case, diligence and skill of a director).

• statutory approval advice in respect of GUD Holdings takeover offer for Dexion in Australia

• Orica in respect of spin-off of Dulux business;

• Due Diligence in respect of Cognizant’s acquisition of PIPC.

• Bank of Queensland’s acquisition of CIT Group Australia and New Zealand;

• Heidrick & Struggles acquisition of New Zealand leading executive search firm Bell McCaw Bampfylde;

• Gerard Lighting’s IPO in Australia and New Zealand;

• Agilent Technologies sale of Network Solutions business to JDSU;

• Genband’s acquisition of Nortel’s CVAS business;

• Motorola’s spin-off of its Enterprise Mobility Solution business.