New South Wales Consolidated Acts

AUSTRALIAN JOCKEY AND SYDNEY TURF CLUBS MERGER ACT 2010 - SECT 19

19 Assets, rights and liabilities outside of the State

(1) If any asset that forms part of the transferable assets:

(a) is vested in or held by a relevant person under the law of an external jurisdiction immediately before the merger finalisation day, and

(b) does not, despite section 13, become the asset of the merged racing club under the law of that jurisdiction,

the relevant person:

(c) subject to paragraph (d), holds the asset, for the purposes of the law of the State, in trust for the sole benefit of the merged racing club until such time as the asset becomes the asset of the merged racing club under the law of the external jurisdiction or the trust is otherwise terminated, and

(d) if it is possible for the relevant person to vest the asset in the merged racing club under the law of that external jurisdiction by effecting a conveyance, transfer, assignment or assurance and the merged racing club directs it--must, in accordance with any such direction, effect any such conveyance, transfer, assignment or assurance.

Note : For example, paragraph (d) enables the merged racing club to direct that the legal title to an asset be transferred to it as the beneficial owner of the asset.

(2) The trust created by subsection (1) (c) is to be treated, for all purposes, as if it was a bare trust declared by the relevant person inter vivos.

Note : The general law relating to the law of trusts applies to the trust created by subsection (1) (c).

(3) If any right that forms part of the transferable rights (being rights that are not also part of the transferable assets):

(a) is exercisable by a relevant person under the law of an external jurisdiction, and

(b) does not, despite section 15 (1), become a right of the merged racing club on or after the merger finalisation day under the law of that jurisdiction,

the relevant person (or any person entitled to exercise the right instead of the relevant person) must exercise that right in accordance with any directions given by the merged racing club from time to time.

(4) If any liability that forms part of the transferable liabilities:

(a) is a liability enforceable against a relevant person under the law of an external jurisdiction, and

(b) does not, despite section 15 (2), become a liability of the merged racing club on or after the merger finalisation day under the law of that jurisdiction,

the relevant person (or, if the relevant person is deceased, the estate of the person) is entitled to be indemnified by the merged racing club against the liability.

(5) Any trust created by section 23 of the Australian Jockey Club Act 2008 in favour of the AJC continues in effect on and from the merger finalisation day as if the trust were a bare trust declared by the officer of the AJC concerned inter vivos for the sole benefit of the merged racing club.

(6) The merged racing club is the person nominated by this Act for the purposes of appointing a new trustee under Division 1 of Part 2 of the Trustee Act 1925 :

(a) in respect of the trust created by subsection (1) (c), and

(b) in respect of the trust continued in effect by subsection (5).

Note : The provisions of Division 1 of Part 2 of the Trustee Act 1925 provide for the appointment and removal of trustees.

(7) In this section:

"external jurisdiction" means any of the following:

(a) a State (other than the State),

(b) a Territory,

(c) the Commonwealth,

(d) a jurisdiction outside of Australia.

"relevant person" means any of the following:

(a) the AJC,

(b) an officer of the AJC,

(c) an officer of the STC.

Note : Section 24 (5) provides that the merged racing club is taken for all purposes, including the rules of private international law, to be the successor of the dissolved STC. The AJC, on the other hand, will not be dissolved by operation of this Act. See section 24 (1).