This is a serious shareholder-agreement case, but the business lesson is simple. Sale processes move fast, and data rooms make it easy to share sensitive information with bidders and advisers. That does not mean the shareholder can treat the information as its own to distribute.
The Court held that Dexus committed a material irremediable breach of the shareholders' deed, and that the default notice was valid and effective. That mattered because the notice affected voting rights, director appointment rights, information rights and the compulsory sale machinery under the deed.
For founders, investors and joint-venture parties, this is a reminder to read the confidentiality and transfer mechanics before starting a sale process. If the deed requires a deed of confidentiality, notice, consent or a particular form of buyer undertaking, build that into the data-room workflow from day one.