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''Pilmer v Duke Group Ltd'' is an Australian company law case concerning the adequacy of consideration paid for shares, as well as on the questions of duty of care and fiduciary duty owed by experts retained in such matters. ==Background== Kia Ora Gold Corporation NL was incorporated in South Australia in September 1954 and was listed on the Australian Stock Exchange. It carried on business principally as a gold mining company in Western Australia. Western United Limited, originally formed in 1953, had an equal partnership with Kia Oro in the Marvel Loch mine, which was sold in 1987. After 1983, it changed its focus to concentrate on the provision of financial and mining services. Each company had a shareholding in the other, and both were under common control. In 1987, Kia Ora made a takeover bid to purchase all shares of Western United Ltd, in consideration for either: : * 4 fully paid ordinary shares of Kia Oro for every Western United share, or : * 5 fully paid ordinary shares for every two WU shares, together with $1.20 for each WU share. This valued WU Ltd at $3.95 to $4.40 a share, based on Kia Oro's market price of $1.10 a share. WU's shares then had a market price of $2.45 a share. Kia Ora's directors instructed the Perth office of Nelson Wheeler,〔subsequently merged into Parkhill BDO, now part of BDO International〕 to do a report for its shareholders, and this valued WU Ltd at $3.22 a share, and it was reasonable to pay a premium to acquire WU Ltd. Kia Ora shareholders approved the takeover. In 1988, Kia Oro entered into a reverse takeover for the assets of the Duke Group of companies, with Duke acquiring all the issued capital of Kia Oro. Upon completion, in July 1988 Kia Oro changed its name to The Duke Group Limited. In July 1989 it was placed in liquidation by order of the Supreme Court of South Australia. The administrator subsequently sued Pilmer and other partners of Nelson Wheeler in all States, for breach of duty of care in contract and in tort, as well as in breach of fiduciary duty. The directors were also sued for breach of their fiduciary and statutory duty to the company by the administrator, and in cross-claim by Pilmer and his fellow partners. Pilmer alleged that the directors breached their duty of care and fiduciary duties, in getting a report that was not reasonably accurate. Pilmer alleged the directors had a personal interest in the takeover outcome as they were substantial shareholders in WU Ltd, and this conflict of interest led to a fallacious report which wrongly stated the price was fair, as Australian Stock Exchange rules required. The Nelson Wheeler partners in offices outside Perth contended that each office constituted a separate partnership, and no national partnership existed therefore no liability would fall on them for actions arising in the Perth office. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Pilmer v Duke Group Ltd (in liq)」の詳細全文を読む スポンサード リンク
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