THE CORPORATIONS LAW
CCH Note: Part 13 of the Corporations Act 1989, inserted by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as follows:
PART 13 - THE CORPORATIONS LAWTHE CORPORATIONS LAW 82 The Corporations Law is as follows:...
CHAPTER 2J - TRANSACTIONS AFFECTING SHARE CAPITAL
PART 2J.3 - FINANCIAL ASSISTANCE
SECTION 260B SHAREHOLDER APPROVAL 260B(1) Approval by company's own shareholders. Shareholder approval for financial assistance by a company must be given by: (a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares (or units of shares) or by their associates; or (b) a resolution agreed to, at a general meeting, by all ordinary shareholders.
260B(2) Approval by shareholders of listed holding corporation. If the company will be a subsidiary of a listed domestic corporation immediately after the acquisition referred to in section 260A occurs, the financial assistance must also be approved by a special resolution passed at a general meeting of that corporation.
260B(3) Approval by shareholders in ultimate Australian holding company. If, immediately after the acquisition, the company will have a holding company that: (a) is a domestic corporation but not listed; and (b) is not itself a subsidiary of a domestic corporation; the financial assistance must also be approved by a special resolution passed at a general meeting of the body corporate that will be the holding company.
260B(4) Information to accompany the notice of meeting. A company or other body that calls a meeting for the purpose of subsection (1), (2) or (3) must include with the notice of the meeting a statement setting out all the information known to the company or body that is material to the decision on how to vote on the resolution. However, the company or body does not have to disclose information if it would be unreasonable to require the company or body to do so because the company or body had previously disclosed the information to its members.
260B(5) (1), (2) or (3) is sent to members of a company or other body, the company or body must lodge with ASIC a copy of: (a) the notice of the meeting; and (b) any document relating to the financial assistance that will accompany the notice of the meeting sent to the members.
260B(6) [Timing of lodgment]
260B(7) (1), (2) or (3) must be lodged with ASIC by the company, listed domestic corporation or holding company within 14 days after it is passed.