Interesting, illuminating post Infose and thanks for the...

Interesting, illuminating post Infose and thanks for the research that went into it.

The problem I have discovered in dealing with things like the Corporations Act, is that you have to run any premise you find in part of it through the whole document to see that it is not circumvented by some other element.

In the case in question I can see a problem between basic Contract Law and the Corporations Act.

Those that accepted the offer entered into a contract that in effect permitted Focus until the time the offer became unconditional to use the acceptee's shareholding in any numerical count to determine the status of the takeover - in fact the offer documentation is quite clear that the voting rights of accepting shareholders will only transfer to Focus when the offer is declared unconditional.

While I can appreciate that there will be those that will argue that this still implies association in terms of Section 12(2) of the Corporations Act, the defeating condition is simply to come up with some accepting shareholders who voted against the convertible note motions.

Methinks that the terms "lawyers" and "common sense" should never be used in the same sentence.