Foreign Acquisitions and Takeovers Act 1975
PART 1
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PRELIMINARY
Division 2
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Definitions
Subdivision B
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Some defined terms and rules of interpretation
SECTION 22
MEANINGS OF
VOTING POWER
AND
POTENTIAL VOTING POWER
Meaning of voting power
22(1)
The voting power in an entity or unincorporated limited partnership is the maximum number of votes that might be cast at a general meeting of the entity or partnership.
Meaning of potential voting power
22(2)
The potential voting power in an entity or unincorporated limited partnership is the voting power in the entity or partnership, on the assumption that the votes that might be cast at a general meeting of the entity or partnership included each vote that:
(a) because of the exercise of a right might come into existence in the future (whether or not the right is exercisable presently or in the future or on the fulfilment of a condition); and
(b) if it came into existence, might be cast at a general meeting of the entity or partnership.
Exercise of future rights
22(3)
In determining how much of the potential voting power in an entity or unincorporated limited partnership a person is in a position to control at a particular time, if:
(a) a right exists that, if exercised, would result in the person being in a position to control more of the potential voting power in the entity or partnership than the person would be in a position to control if the right were not exercised; and
(b) it cannot be determined at that time (whether from the right itself or from the circumstances existing at that time) whether the right would be exercised;
Veto power
22(4)
If a person is in a position to veto any resolution of the board, central management or general meeting of an entity or unincorporated limited partnership, then for the purposes of this Act (except paragraph 47(2)(b) (meaning of notifiable action ) and subsection 54(4) (meaning of control )) the person is taken to be in a position to control 20% of the potential voting power in the entity or partnership.
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Hide history noteMeaning of voting power
22(1)
The voting power in an entity or unincorporated limited partnership is the maximum number of votes that might be cast at a general meeting of the entity or partnership.
Note: For the definition of general meeting , see section 4 .
Meaning of potential voting power
22(2)
The potential voting power in an entity or unincorporated limited partnership is the voting power in the entity or partnership, on the assumption that the votes that might be cast at a general meeting of the entity or partnership included each vote that:
(a) because of the exercise of a right might come into existence in the future (whether or not the right is exercisable presently or in the future or on the fulfilment of a condition); and
(b) if it came into existence, might be cast at a general meeting of the entity or partnership.
Note: Different voting rights might attach to different classes of securities in an entity.
Exercise of future rights
22(3)
In determining how much of the potential voting power in an entity or unincorporated limited partnership a person is in a position to control at a particular time, if:
(a) a right exists that, if exercised, would result in the person being in a position to control more of the potential voting power in the entity or partnership than the person would be in a position to control if the right were not exercised; and
(b) it cannot be determined at that time (whether from the right itself or from the circumstances existing at that time) whether the right would be exercised;
assume that the right were exercised at that time.
Veto power
22(4)
If a person is in a position to veto any resolution of the board, central management or general meeting of an entity or unincorporated limited partnership, then for the purposes of this Act (except paragraph 47(2)(b) (meaning of notifiable action ) and subsection 54(4) (meaning of control )) the person is taken to be in a position to control 20% of the potential voting power in the entity or partnership.
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