Disclaimer: this is not my area of expertise nor am I a licensed lawyer, though I feel like I have rather good statutory interpretation skills due to various professional compliance roles
...
Hard to make a call without seeing the consent judgement from the supreme Court case (which I can't find), or the statement of claim/affidavits from the federal court case
sheehy is claiming the original judgement from the supreme Court was only for the expiration of the options while nuix is claiming it was for expiration and the quantity. This judgement would probably provide the best insight.
It's important to note are that nuix lost the first judgement as they were trying to make out that the options had already expired, which was ruled against.
According to s254h of corps act nuix had to lodge a copy of the resolution with asic when completing share split
had a look through asics register and I can see lodgement of a 'notification of resolution trending to shares convert shares into larger or smaller number (2205B)' lodged on 24/02/17 doc no 029954039. You can buy a copy for $42 might do this tonight if I have time to have a look through it
essentially nuix is claiming 50 to one split applied to all shares and options except sheehy's
I'm not very much around this area of the corps act but s254h(1) states 'a company may convert all or any of its shares into a larger or smaller number of shares by resolution passed at a general meeting'
on the face of it nuix could convert any (all shares and options but sheehys) into a larger number of shares (50 to one split) by resolution ( as evidence through lodged s2205b form).
if the form doesn't exclude those options then the argument that he's not entitled to the split could end there, however if it does then sheehy might still have grounds to apply to the court under s232 of corps act.
' the court may make an order under s233 if
...
(C) a resolution,..., Of members ... Of a company
Is either
...
(E) oppressive to, unfairly prejudicial to, or unfairly discriminatory against a member or members whether in the capacity or in any other capacity'
to me purposely splitting all shares and performance rights but sheehys seems an oppressive act intended to dilute his holdings, so it is likely he could apply for an order to heavy the court intervene.
this would mean he might be entitled to 50 times the amount of shares which is rather substantial. Furthermore he could make the point that through the company doing this they've deprived him off the ability to sell his shares at issue price or even at the peak value of the stock ~$11. I haven't done the maths but smh/afr claims that right $200 mill which could be a huge issue.
again this is all based on my understanding of an act I'm not too familiar with and a case that I don't have all the facts for, though on first glance it does seem very concerning.
shareholders better hope Macquarie has done appropriate due diligence into these claims.
(20min delay)