Catchwords:

CORPORATIONS – shareholders’ resolution authorising company to issue an equity-based instrument to non-executive directors conditional on the successful financial close of a trade sale or initial public offering – successful trade sale of company completed – appellant resigned as non-executive director prior to trade sale – company refused to issue an equity-based instrument to the appellant – appellant alleges company is contractually bound to issue him an equity-based instrument in the form of shares – shareholders’ resolution did not require company to issue equity-based instrument to appellant upon completion of trade sale – appeal dismissed

CORPORATIONS – proper construction of shareholders’ resolution – whether primary judge erred in failing to construe resolution in accordance with objective theory of construction – consideration of word ‘authorise’ – consideration of extrinsic materials said to support the appellant’s construction – primary judge correctly construed resolution – appeal dismissed

CORPORATIONS – whether resolution passed pursuant to provisions of the shareholders’ agreement or the company constitution – whether the functions of the shareholders or the board of directors were invoked pursuant to the resolution – where appellant alleged power to issue equity-based instrument rested with shareholders – primary judge correctly found resolution passed pursuant to shareholders’ agreement – power to issue equity-based instrument rested with board – appeal dismissed