280. Rights of trustees
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(1) The trustee under a trust deed holds all contracts, stipulations and undertakings given to him or her and all mortgages, charges and securities vested in him or her, in connection with the debentures covered by the trust deed, or some of those debentures, exclusively for the benefit of the debenture holders concerned, except in so far as the trust deed otherwise provides.
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(2) A debenture holder may—
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(a) sue the company that issued the debentures he or she holds for payment of any amount payable to him or her in respect of the debentures; or
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(b) sue the trustee of the trust deed covering the debentures he or she holds for compensation for any breach of the duties that the trustee owes him or her,
and in any such action it is not necessary for any debenture holders of the same class, or, if the action is brought against the company, the trustee under the covering trust deed, to be joined as a party.
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(3) This section applies despite anything contained in a debenture trust deed or other instrument; but a provision in a debenture or trust deed is valid and binding on all the debenture holders of the class concerned to the extent that, by a resolution supported by the votes of the holders of at least 3/4 in value of the debentures of that class in respect of which votes are cast on the resolution, the provision enables a meeting of the debenture holders—
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(a) to release any trustee from liability for any breach of his or her duties to the debenture holders that he or she has already committed or generally from liability for all such breaches, without necessarily specifying them, upon his or her ceasing to be a trustee;
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(b) to consent to the alteration or abrogation of any of the rights, powers or remedies of the debenture holders and the trustee under the trust deed covering their debentures, except the powers and remedies under section 287; or
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(c) to consent to the substitution of debentures of a different class issued by the company or any other company or body corporate for the debentures of the debenture holders, or to consent to the cancellation of the debentures in consideration of the issue to the debenture holders of shares credited as fully paid in the company or any other body corporate.
Trust Deeds