Commonwealth Numbered Acts

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 50

50. (1) Subject to sub-section (3), this section applies to-

   (a)  an agreement entered into by a corporation for the making of a payment
        by the corporation to, or for the provision of a benefit by the
        corporation for, a person who is a director, secretary or
        executive officer of the corporation or of a corporation that is
        related to the corporation; or

   (b)  a payment or benefit made or provided by a corporation, otherwise than
        pursuant to an agreement, to or for such a person, where the agreement
        is entered into or the payment or benefit is made or provided by the
        corporation-

   (c)  if the corporation is a company-

        (i)    during the period of 12 months after a Part A statement has
               been served on, or a take-over announcement has been made in
               respect of shares in, the company or a corporation that is
               related to the company; or

        (ii)   at a time when the directors of the company have reason to
               believe that a take-over offer or take-over announcement is to
               be made in respect of shares in the company or in a corporation
               that is related to the company; or

   (d)  if the corporation is not a company-

        (i)    during the period of 12 months after a Part A statement has
               been served on, or a take-over announcement has been made in
               respect of shares in, a company that is related to the
               corporation; or

        (ii)   at a time when the directors of the corporation have reason to
               believe that a take-over offer or take-over announcement is to
               be made in respect of shares in a company that is related to
               the corporation.

(2) For the purposes of paragraph (1) (a), a corporation that enters into a
contract with a person for the employment of, or for the performance of
services by, that person for a fixed period shall be taken to have entered
into an agreement for the provision of a benefit for that person.

(3) This section does not apply to an agreement that has been entered into, or
to a payment or benefit that has been made or provided, by the company (in
this sub-section referred to as the "target company") to shares in which the
Part A statement or take-over announcement relates, or in respect of shares in
which the directors believe that a take-over offer or take-over announcement
is to be made, or by a corporation that is related to the target company if-

   (a)  the agreement, payment or benefit has been approved by an ordinary
        resolution of the target company (whether before or after the
        agreement was entered into or the payment or benefit was made or
        provided); and

   (b)  where the person who is entitled to receive, or has received, the
        payment or benefit, or a person associated with that person, was a
        member of the target company at the time when the resolution was
        passed-that member did not vote, either personally or by proxy, on the
        resolution.

(4) Where a corporation enters into an agreement, or makes or provides a
payment or benefit, to which this section applies and the Court is satisfied,
on application by the corporation, by the Commission, or by a person who
holds, or persons who between them hold, shares in the corporation or in a
corporation that is related to the corporation that represent not less than
10% of the aggregate nominal value of the shares in the corporation or in the
related corporation, as the case may be, being an application made within 12
months, or such longer period as the Court thinks reasonable in the
circumstances, after the agreement was entered into, or the payment or benefit
was made or provided, as the case may be, that the entering into the
agreement, or the making or provision of the payment or benefit, was unfair or
unconscionable having regard to the interests of the corporation, the Court
may-

   (a)  in the case of an agreement-

        (i)    make an order declaring the agreement or any part of the
               agreement to be void and, if the Court thinks fit, to have
               always been void; and

        (ii)   if the Court thinks it just and equitable to do so-make an
               order directing any person to whom a payment was made or for
               whom a benefit was provided under the agreement, or another
               person specified in the order, to make a payment or transfer
               property to the corporation or to do any other act for the
               benefit of the corporation;

   (b)  in the case of a payment or benefit-if the Court thinks it just and
        equitable to do so, make an order directing the person to whom the
        payment was made or for whom the benefit was provided, or another
        person specified in the order, to make a payment or transfer property
        to the corporation or to do any other act for the benefit of the
        corporation; and

   (c)  in either case-make any other order that the Court thinks appropriate.

(5) The references in paragraph (1) (c) to a Part A statement having been
served on, or a take-over announcement having been made in respect of shares
in, a corporation or to a take-over offer or take-over announcement that is to
be made in respect of shares in a corporation shall, in the case of a
corporation that is not a company, be construed as a reference to a Part A
statement, take- over announcement or take-over offer under the corresponding
law of the State or Territory in which the corporation is incorporated.