Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 744

744. (1) In this section:

"relevant provision" means section 729, 736, 737, 738, 739, 740, 741, 742 or
743.

(2) The Court shall not make an order under a relevant provision if it is
satisfied that the order would unfairly prejudice any person.

(3) The Court may, before making an order under a relevant provision, direct
that notice of the application be given to such persons as it thinks fit or
direct that notice of the application be published in such manner as it thinks
fit, or both.

(4) Where an application is made to the Court for an order under a relevant
provision other than section 738, the Court may, if in the opinion of the
Court it is desirable to do so, before considering the application, make an
interim order, being an order of the kind to which the application relates
that is expressed to apply pending the determination of the application, and
an interim order so made shall, for the purposes of subsections (6), (10) and
(11), be taken to be an order under that provision.

(5) Where the Commission applies to the Court for an order under a relevant
provision, the Court shall not require the Commission or any other person, as
a condition of making an interim order under subsection (4), to give any
undertakings as to damages.

(6) An order under a relevant provision may include such ancillary or
consequential provisions as the Court thinks just and reasonable.

(7) Without limiting the nature of the orders that may be made by the Court
under a relevant provision directing the disposal of, or of an interest in,
shares in a company, such an order may include one or more of the following
provisions:

   (a)  a provision that the disposal shall be made within such time and
        subject to such conditions (if any) as the Court thinks just,
        including, if the Court thinks fit, a condition that the disposal
        shall not be made to a particular person or persons or to a particular
        class or classes of persons;

   (b)  a provision that a specified person is liable to pay to the company
        any profit made by the person as a result of, or in connection with,
        the disposal of, or of an interest in, the shares;

   (c)  a provision that a specified person shall, for all purposes connected
        with the disposal of, or of an interest in, the shares, be deemed to
        hold the shares or interest as a trustee for the beneficial owner of
        the shares or interest.

(8) The Court may direct that, where a share or an interest in a share is not
disposed of in accordance with an order of the Court under a relevant
provision, the share or interest shall vest in the Commission.

(9) Where a share or an interest in a share vests in the Commission by an
order under a relevant provision or by a direction under subsection (8):

   (a)  the Commission may, subject to any directions of the Court, get in,
        sell or otherwise dispose of, or deal with, the share or interest as
        it sees fit;

   (b)  the provisions of section 577 (other than subsection 577 (1)) apply in
        relation to the share or interest as if:

        (i)    a reference in those provisions to the power of the Commission
               under subsection 577 (1), or to the power conferred upon the
               Commission by subsection 577 (1), were a reference to the power
               conferred on the Commission by paragraph (a) of this
               subsection;

        (ii)   a reference in those provisions to property, or to an estate or
               interest in property, were a reference to the share or
               interest; and

        (iii)  the reference in subsection 577 (4) to any power conferred on
               the Commission by Division 8 of Part 5.6 included a reference
               to the power conferred on the Commission by paragraph (a) of
               this subsection; and

   (c)  sections 578 and 579 apply in relation to the share or interest in the
        same manner as they apply in relation to property vested in the
        Commission by Division 8 of Part 5.6.

(10) The Court may rescind, vary or discharge an order made by it under a
relevant provision or suspend the operation of such an order.

(11) A person shall not contravene an order made under a relevant provision.

(12) Subsection (11) does not affect the powers of the Court in relation to
the punishment of contempts of the Court.

(13) In the application of a provision of this section in relation to orders
under section 739, the expression "share" has, in that provision, the meaning
given by subsection 739 (4).