Connective Services Pty Ltd v Slea Pty Ltd

HIGH COURT OF AUSTRALIAKIEFEL CJ,GAGELER, KEANE, GORDON AND EDELMAN JJCONNECTIVE SERVICES PTY LTD & ANOR  APPELLANTSANDSLEA PTY LTD & ORS  RESPONDENTSConnective Services Pty Ltd v Slea Pty Ltd[2019] HCA 339 October 2019M203/2018ORDER1.Appeal dismissed.2.The appellants pay the costs of the first and second respondents. On appeal from the Supreme Court of VictoriaRepresentationD F Jackson QC with D G Guidolin for the appellants (instructed by Quinn Emanuel Urquhart & Sullivan)J T Gleeson SC with K E Foley and G C Kozminsky for the first and second respondents (instructed by Arnold Bloch Leibler)Submitting appearances for the third and fourth respondentsNotice:  This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.CATCHWORDSConnective Services Pty Ltd v Slea Pty Ltd Companies – Shares – Implied prohibition against financial assistance by company to acquire shares in company – Meaning of "financial assistance" – Where s 260A(1) of Corporations Act 2001 (Cth) provides that company may financially assist a person to acquire shares in the company only if giving the assistance does not materially prejudice the interests of the company or its shareholders, or the company's ability to pay its creditors – Where appellant companies' constitutions contained pre-emption clause which provided that, before a shareholder could transfer shares of a particular class, those shares must first be offered to existing shareholders of that class in proportion to the number of shares of that class already held by that shareholder – Where sole shareholder of one shareholder company...