273E   Meaning of “corporate group”

(1)  For the purposes of this Part, a corporate group consists of a parent corporation and its subsidiaries.

(2)  A corporation is the parent corporation of another corporation (which is the subsidiary of the first corporation) if the first corporation, directly or indirectly:

(a)  holds at least 90% of the securities of the other corporation, and

(b)  holds voting control over the other corporation.

(3)  The first corporation holds voting control over the other corporation if the first corporation has the ability to cast, or control the casting of, at least 90% of the maximum number of votes that may be cast at a general meeting of that corporation (other than votes to which a person is entitled under the provisions of a debenture or trust deed securing the issue of a debenture).

(4)  The corporate group for a corporation, all of the securities of which are stapled to the securities of one or more other corporations, includes all of those other corporations and their subsidiaries.

(5)  A corporation that is a unit trust scheme is taken to be a member of a corporate group for the purposes of a corporate reconstruction transaction if the transaction is between the trustee of the unit trust scheme, acting as trustee of the scheme, and another corporation that is a member of the same corporate group as the unit trust scheme.

(6)  A corporation is not a member of a corporate group for the purposes of a corporate reconstruction transaction if the corporation is acting in the capacity of trustee of:

(a)  a unit trust scheme that is not a member of the same corporate group as the other party to the transaction, or

(b)  a discretionary trust, or

(c)  a trust (not being a unit trust scheme) for any person who is not a member of the corporate group.