CORPORATIONS – shareholders’ resolution authorising board of company to issue an equity-based instrument to non-executive directors upon successful financial close of an initial public offering or trade sale – where plaintiff resigned as non-executive director following failure to complete trade sale originally contemplated – where separate trade sale subsequently completed – where company refused to issue equity-based instrument to plaintiff – where plaintiff claims company is contractually bound to issue him an equity-based instrument in the form of shares despite resignation – proper construction of shareholders’ resolution – privity of statutory contract – held: shareholders’ resolution did not require company to issue shares to plaintiff upon completion of trade sale in circumstances where he had resigned prior to successful financial close – held: plaintiff is not entitled to sue upon company’s constitution or shareholders’ resolution
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/single/2025/2025fca1225For more information, see the original judgement.
