Let me quote directly from the judgement.
1. Giovinazzo’s Appointment as Director Was Invalid: “Giovinazzo never had lawful authority to act as director of GPR.”(Paras 215–218, 281)
Conclusion: The Court ruled that Giovinazzo’s board appointments (including his own) were not valid under GPR’s constitution and that he acted without shareholder approval.
2. Share Issues to Giovinazzo Entities Were Oppressive: “The issuance of shares to associates of Mr Giovinazzo was conducted without proper notice to existing shareholders and with the effect of diluting the plaintiff’s control.”(Paras 172–176, 278–280)
Conclusion: The Court held these actions to be oppressive under s232 of the Corporations Act, and ordered the share issues to be set aside.
3. Change of Control Occurred and Was Concealed:“Although formally unregistered, the effect of these arrangements was that the control of the company had been assumed by Mr Giovinazzo and his group.”(Para 265)
Conclusion: This statement is critical. The Court recognised a de facto change of control, even if it wasn’t registered or disclosed — exactly the trigger Rimfire alleges under its JV terms.
4. Claims About Fraud or Rimfire Liability: There are no findings that Rimfire was aware of the governance issues inside GPR,Rimfire misrepresented any facts to third parties, or Rimfire is liable for repayments to lenders who financed GPR under Giovinazzo’s control.In fact, the origin of loaned funds, their structure, and any representations to investors are expressly outside the Court’s findings. The Court focuses purely on oppression, governance failures, and remedies inside GPR.
Add to My Watchlist
What is My Watchlist?
