In a decision of interest for Corporations Law practitioners, the Supreme Court of NSW (Nixon J) held that three directors of Keybridge Capital were validly removed and replaced at a general meeting: [2025] NSWSC 240.
WAM Active is a major shareholder of Keybridge Capital. In December 2024, WAM issued a general meeting notice proposing resolutions to remove and replace three incumbent directors. The meeting, which was scheduled for 10 February 2024, was preceded by Keybridge entering Voluntary Administration on 9 February 2024. During the 10 February meeting, an incumbent director purported to adjourn it before the removal resolutions were considered, ostensibly to allow more time for any proposed director to consider their position in light of the company entering administration.
Nixon J held that the adjournment resolution was not done for a proper purpose, but instead done out of concern by an incumbent that it had lost the vote of a key supporter. However, WAM was unsuccessful in a related application to terminate the appointment of administrators.
James Emmett SC, Daniel Krochmalik and David Monteith appeared for WAM, instructed by Mills Oakley.