{"id":"nsw:act-2001-035","name":"Freight Rail Corporation (Sale) Act 2001","slug":"freight-rail-corporation-sale-act-2001","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"35 of 2001","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105131,"registerId":"nsw-act-2001-035-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act is the [Freight Rail Corporation (Sale) Act 2001](/view/html/inforce/current/act-2001-035).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> > (1) This Act (other than section 53 and Schedule 3) is taken to have commenced on 13 July 2001.\n> \n> > (2) Section 53 and Schedule 3 to this Act commence on a day or days to be appointed by proclamation.\n> \n> **s 2:** Subst 2001 No 112, Sch 2.20 \\[1\\].","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> > (1) In this Act:\n> > \n> > assets means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description (including money), and includes securities, choses in action and documents.\n> > \n> > business undertaking of FreightCorp means all the assets, rights and liabilities of FreightCorp.\n> > \n> > excluded undertaking means any assets, rights or liabilities of the business undertaking of FreightCorp that are excluded from sale under this Act pursuant to section 9.\n> > \n> > exercise a function includes perform a duty.\n> > \n> > FreightCorp means the Freight Rail Corporation constituted under the [Transport Administration Act 1988](/view/html/inforce/current/act-1988-109).\n> > \n> > FreightCorp’s purchaser means:\n> > \n> > > (a) when the sale of FreightCorp is under Part 3 (Sale method 1—direct transfer of undertaking to purchaser)—the purchaser to whom the assets, rights and liabilities that comprise the business undertaking of FreightCorp are transferred under that Part, or\n> > \n> > > (b) when the sale of FreightCorp is under Part 4 (Sale method 2—conversion to company and sale of company to purchaser)—the purchaser to whom the shares in the sale company are transferred under that Part, or\n> > \n> > > (c) when the sale of FreightCorp is under Part 5 (Sale method 3—transfer of undertaking to company and sale of company to purchaser)—the purchaser to whom the shares in the sale company are transferred under that Part.\n> > \n> > function includes a power, authority or duty.\n> > \n> > instrument means an instrument (other than this Act) that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order or process of a court.\n> > \n> > liabilities means all liabilities, debts and obligations (whether present or future and whether vested or contingent).\n> > \n> > Ministerial Holding Corporation means the Ministerial Holding Corporation constituted by section 37B of the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134).\n> > \n> > rights means all rights, powers, privileges and immunities (whether present or future and whether vested or contingent).\n> > \n> > special lease means any lease or sublease of property forming part of the business undertaking of FreightCorp that the Treasurer declares by order in writing to be a special lease for the purposes of this Act.\n> \n> > (2) Notes in the text of this Act do not form part of this Act.","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Validation","content":"#### 4 Validation\n\n4 Validation\n\n> Any act, matter or thing done before the commencement of a provision of this Act that would have been validly done had the provision been in force at the time it was done is (to the extent of any invalidity) validated.","sortOrder":4},{"sectionNumber":"Part 2","sectionType":"part","heading":"Sale of FreightCorp","content":"# Part 2 Sale of FreightCorp\n\nPart 2 Sale of FreightCorp","sortOrder":5},{"sectionNumber":"5","sectionType":"section","heading":"Options for method of sale","content":"#### 5 Options for method of sale\n\n5 Options for method of sale\n\n> > (1) The business undertaking of FreightCorp may be sold to a purchaser in accordance with this Act in any of the following ways, as determined by the Treasurer:\n> > \n> > > (a) by sale of that business undertaking to the purchaser in accordance with Part 3,\n> > \n> > > (b) by conversion of FreightCorp to a company and sale of that company by transfer of the shares in the company to the purchaser, as provided by Part 4,\n> > \n> > > (c) by transfer of the business undertaking to a company and sale of that company by transfer of the shares in the company to the purchaser, as provided by Part 5.\n> \n> > (2) FreightCorp’s purchaser can only be:\n> > \n> > > (a) National Rail Corporation Limited, or\n> > \n> > > (b) a purchaser of the shares in National Rail Corporation Limited, or\n> > \n> > > (c) a related body corporate (within the meaning of the [Corporations Law](/view/html/inforce/current/sl-1999-0703)) of a purchaser of the shares in National Rail Corporation Limited.\n> \n> > (3) A reference in this Act to the sale of FreightCorp is a reference to the sale of the business undertaking of FreightCorp in accordance with this Act.","sortOrder":6},{"sectionNumber":"6","sectionType":"section","heading":"Powers of FreightCorp to participate in sale","content":"#### 6 Powers of FreightCorp to participate in sale\n\n6 Powers of FreightCorp to participate in sale\n\n> > (1) FreightCorp has and may exercise such functions as may be necessary or convenient for facilitating the sale of FreightCorp.\n> \n> > (2) FreightCorp has and may exercise such additional functions for or in connection with facilitating the sale of FreightCorp as the Treasurer may from time to time direct by order in writing.\n> \n> > (3) The functions conferred by this section are in addition to any other functions that FreightCorp has apart from this section. Those other functions do not limit or prevent the exercise by FreightCorp of the functions conferred by this section.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Directions to FreightCorp concerning participation in sale","content":"#### 7 Directions to FreightCorp concerning participation in sale\n\n7 Directions to FreightCorp concerning participation in sale\n\n> > (1) The Treasurer may give directions to FreightCorp for or in connection with facilitating the sale of FreightCorp, and FreightCorp must comply with any such direction.\n> \n> > (2) The power to give directions to FreightCorp under this section extends to directions with respect to the way in which FreightCorp is to conduct its business and other affairs following the entering into of any agreement in connection with the sale of FreightCorp.\n> \n> > (3) In the exercise of any functions conferred on FreightCorp by or under this Act, FreightCorp is subject to the control and direction of the Treasurer.","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Negotiations for sale","content":"#### 8 Negotiations for sale\n\n8 Negotiations for sale\n\n> > (1) Negotiations may be conducted for or in connection with the sale of FreightCorp.\n> \n> > (2) Negotiations may be conducted with any person.\n> \n> > (3) Negotiations may be conducted before, on or after the sale.","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Parts of business undertaking may be excluded from sale","content":"#### 9 Parts of business undertaking may be excluded from sale\n\n9 Parts of business undertaking may be excluded from sale\n\n> > (1) The Treasurer may by order in writing exclude assets, rights and liabilities of the business undertaking of FreightCorp from sale under this Act.\n> \n> > (2) The Treasurer may by order in writing transfer any assets, rights or liabilities excluded from sale under this Act to the Crown, the Ministerial Holding Corporation or any other public authority. Schedule 1 (Transfer of assets, rights and liabilities) applies to such an order.\n> \n> > (3) The Treasurer may, by further order under this section, further transfer any assets, rights or liabilities previously transferred under this section.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Auditor-General authorised to communicate information regarding FreightCorp","content":"#### 10 Auditor-General authorised to communicate information regarding FreightCorp\n\n10 Auditor-General authorised to communicate information regarding FreightCorp\n\n> > (1) The Treasurer may, in connection with the sale of FreightCorp, approve of the communication by the Auditor-General to an authorised person on such terms and conditions as the Treasurer thinks fit of any matter or thing that has come to the knowledge of the Auditor-General in respect of FreightCorp.\n> \n> > (2) Any communication by the Auditor-General in accordance with the Treasurer’s approval is authorised by this section, and is not prevented by section 38 (Secrecy) or any other provision of the [Public Finance and Audit Act 1983](/view/html/inforce/current/act-1983-152).\n> \n> > (3) An authorised person who acquires information as a result of the operation of this section must not make a record of the information or divulge the information to any other person, except:\n> > \n> > > (a) for or in connection with the proper exercise of the authorised person’s functions as an authorised person, or\n> > \n> > > (b) in accordance with the approval of the Treasurer.\n> > \n> > Maximum penalty: 100 penalty units.\n> \n> > (4) In this section:\n> > \n> > authorised person means:\n> > \n> > > (a) any person exercising functions under this Act, and\n> > \n> > > (b) any person engaged to exercise functions in connection with the sale of FreightCorp, and\n> > \n> > > (c) the holder of any office that is nominated for the purposes of this section by the Treasurer by notification in writing to the Auditor-General, and\n> > \n> > > (d) a potential purchaser, and any person acting for or on behalf of a potential purchaser in connection with the sale of FreightCorp.\n> > \n> > potential purchaser means a person indicated by the Treasurer by notification in writing to the Auditor-General as a person who is or may become FreightCorp’s purchaser.","sortOrder":11},{"sectionNumber":"Part 3","sectionType":"part","heading":"Sale method 1—direct transfer of undertaking to purchaser","content":"# Part 3 Sale method 1—direct transfer of undertaking to purchaser\n\nPart 3 Sale method 1—direct transfer of undertaking to purchaser","sortOrder":12},{"sectionNumber":"11","sectionType":"section","heading":"Agreements for sale","content":"#### 11 Agreements for sale\n\n11 Agreements for sale\n\n> > (1) The Treasurer is authorised to enter into agreements for or in connection with the sale of the business undertaking of FreightCorp to a purchaser and for that purpose the Treasurer may act for and on behalf of FreightCorp.\n> \n> > (2) Any such agreement may be entered into for the purposes of this section before, on or after the sale.\n> \n> > (3) Section 52A (Contracts for sale of land) of the [Conveyancing Act 1919](/view/html/inforce/current/act-1919-006) does not apply to a contract for the sale of land that is entered into for the purposes of this section.","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"Orders for transfer of assets, rights and liabilities","content":"#### 12 Orders for transfer of assets, rights and liabilities\n\n12 Orders for transfer of assets, rights and liabilities\n\n> The Treasurer may by order in writing transfer to the purchaser any assets, rights and liabilities that comprise the business undertaking of FreightCorp. Schedule 1 (Transfer of assets, rights and liabilities) applies to such an order.","sortOrder":14},{"sectionNumber":"13","sectionType":"section","heading":"Excluded undertaking","content":"#### 13 Excluded undertaking\n\n13 Excluded undertaking\n\n> For the purposes of this Part, the business undertaking of FreightCorp does not include an excluded undertaking.","sortOrder":15},{"sectionNumber":"14","sectionType":"section","heading":"Special leases","content":"#### 14 Special leases\n\n14 Special leases\n\n> > (1) A special lease:\n> > \n> > > (a) is excluded from sale under this Act, and\n> > \n> > > (b) may not be transferred under this Act, and\n> > \n> > > (c) remains vested in FreightCorp.\n> \n> > (2) The Treasurer may, for and on behalf of FreightCorp, grant a sublease or sub-sublease of property that is the subject of a special lease to:\n> > \n> > > (a) FreightCorp’s purchaser, or\n> > \n> > > (b) a related body corporate of FreightCorp’s purchaser, or\n> > \n> > > (c) any person at the direction of a person who has a contractual right to require FreightCorp (as converted to a corporation sole under section 15) to grant a new sublease or sub-sublease of property that is the subject of a special lease.\n> \n> > (3) The Treasurer may determine the terms and conditions on which a sublease or sub-sublease is to be granted under this section.\n> \n> > (4) Duty under the [Duties Act 1997](/view/html/inforce/current/act-1997-123) is not chargeable in respect of a sublease or sub-sublease granted under this section.\n> \n> > (5) A term of a sublease or sub-sublease of property that is the subject of a special lease, being a term with respect to any of the following matters, has effect despite any law or rule to the contrary:\n> > \n> > > (a) conditions under which the sublease or sub-sublease may be terminated,\n> > \n> > > (b) application of security,\n> > \n> > > (c) rent repayment and the retention of rent by the State,\n> > \n> > > (d) continuance of the sublease or sub-sublease, including the obligation to pay rent, despite unforeseen circumstances,\n> > \n> > > (e) amounts payable in the event of a breach of the sublease or sub-sublease,\n> > \n> > > (f) the liability of the sublessor or sub-sublessor.\n> \n> > (6) In this section, related body corporate has the same meaning as in the [Corporations Law](/view/html/inforce/current/sl-1999-0703).\n> \n> **s 14:** Am 2002 No 53, Sch 1.10 \\[1\\].","sortOrder":16},{"sectionNumber":"15","sectionType":"section","heading":"Dissolution or conversion of FreightCorp after sale","content":"#### 15 Dissolution or conversion of FreightCorp after sale\n\n15 Dissolution or conversion of FreightCorp after sale\n\n> > (1) On the repeal of section 19G (Establishment of FRC as statutory State owned corporation) of the [Transport Administration Act 1988](/view/html/inforce/current/act-1988-109) FreightCorp ceases to be a State owned corporation under the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134) and:\n> > \n> > > (a) is dissolved, unless paragraph (b) applies, or\n> > \n> > > (b) is converted to a corporation sole constituted by the Treasurer if the business undertaking of FreightCorp immediately before the repeal of section 19G includes any special lease.\n> \n> > (2) On the dissolution or conversion of FreightCorp by this section, any assets, rights and liabilities of FreightCorp become the assets, rights and liabilities of the Crown, except any special lease or any sublease or sub-sublease of the property to which a special lease applies.\n> \n> > (3) The Treasurer may, by order in writing, transfer to the Ministerial Holding Corporation or any other public authority any assets, rights or liabilities that become assets, rights or liabilities of the Crown under this section. Schedule 1 (Transfer of assets, rights and liabilities) applies to such an order.\n> \n> > (4) A person who, immediately before the dissolution or conversion of FreightCorp under this section, held office as a director of FreightCorp:\n> > \n> > > (a) ceases to hold office as such on the dissolution or conversion of FreightCorp, and\n> > \n> > > (b) is not entitled to any remuneration or compensation because of the loss of that office.\n> \n> > (5) If FreightCorp is converted to a corporation sole:\n> > \n> > > (a) it has and may exercise such functions as may be necessary or convenient to enable it to exercise its rights and discharge its obligations under or in connection with a special lease or any sublease or sub-sublease of the property to which a special lease applies, and\n> > \n> > > (b) section 43A (General audit of former statutory bodies) of the [Public Finance and Audit Act 1983](/view/html/inforce/current/act-1983-152) applies as if FreightCorp had been abolished, and\n> > \n> > > (c) the corporation sole is taken for all purposes (including the rules of private international law) to be a continuation of, and the same legal entity as, FreightCorp as it existed before its conversion to a corporation sole.\n> \n> > (6) The corporation sole constituted by the Treasurer under this section is a statutory body representing the Crown.\n> \n> **s 15:** Am 2002 No 53, Sch 1.10 \\[2\\].","sortOrder":17},{"sectionNumber":"Part 4","sectionType":"part","heading":"Sale method 2—conversion to company and sale of company to purchaser","content":"# Part 4 Sale method 2—conversion to company and sale of company to purchaser\n\nPart 4 Sale method 2—conversion to company and sale of company to purchaser","sortOrder":18},{"sectionNumber":"Division 1","sectionType":"division","heading":"Conversion of FreightCorp to company","content":"## Division 1 Conversion of FreightCorp to company\n\nDivision 1 Conversion of FreightCorp to company","sortOrder":19},{"sectionNumber":"16","sectionType":"section","heading":"Treasurer may direct conversion","content":"#### 16 Treasurer may direct conversion\n\n16 Treasurer may direct conversion\n\n> > (1) The Treasurer may direct FreightCorp to convert to a company limited by shares for the purposes of the sale of the business undertaking of FreightCorp under this Part.\n> \n> > (2) The company to which FreightCorp is converted is referred to in this Part as the sale company.\n> \n> > (3) A reference in this Part to the conversion is a reference to the registration of FreightCorp pursuant to this Part as a company limited by shares under the [Corporations Law](/view/html/inforce/current/sl-1999-0703).","sortOrder":20},{"sectionNumber":"17","sectionType":"section","heading":"Steps to be taken prior to conversion","content":"#### 17 Steps to be taken prior to conversion\n\n17 Steps to be taken prior to conversion\n\n> > (1) The Treasurer’s direction for conversion of FreightCorp authorises the transfer of FreightCorp’s incorporation under the [Corporations Law](/view/html/inforce/current/sl-1999-0703) in accordance with the direction.\n> \n> > (2) FreightCorp must, in accordance with the terms of the Treasurer’s direction:\n> > \n> > > (a) apply under the [Corporations Law](/view/html/inforce/current/sl-1999-0703) to be registered as a company limited by shares under that Law, and\n> > \n> > > (b) apply under that Law for the reservation of a name as the name of the sale company, and\n> > \n> > > (c) do such other things for the purposes of effecting the registration of FreightCorp as a company limited by shares as the Treasurer directs.\n> \n> > (3) FreightCorp is authorised to exercise such functions as may be necessary or convenient for the purposes of this section.","sortOrder":21},{"sectionNumber":"18","sectionType":"section","heading":"Shareholding in sale company","content":"#### 18 Shareholding in sale company\n\n18 Shareholding in sale company\n\n> Until the shares in the sale company are transferred to FreightCorp’s purchaser under this Part:\n> \n> > (a) the shareholders in the sale company hold their shares for and on behalf of the State, and\n> \n> > (b) the Treasurer may act for or on behalf of the shareholders in connection with their rights, privileges, benefits, duties, liabilities and obligations as holders of shares in the sale company.","sortOrder":22},{"sectionNumber":"19","sectionType":"section","heading":"Continuity of FreightCorp and construction of references to FreightCorp","content":"#### 19 Continuity of FreightCorp and construction of references to FreightCorp\n\n19 Continuity of FreightCorp and construction of references to FreightCorp\n\n> > (1) Without limiting any other provision of this Act or the [Corporations Law](/view/html/inforce/current/sl-1999-0703), the sale company is taken for all purposes (including the rules of private international law) to be a continuation of, and the same legal entity as, FreightCorp (as it existed before the conversion).\n> \n> > (2) After the conversion, a reference in any other Act or in any other instrument made under any Act or in any other document of any kind to FreightCorp (or the Freight Rail Corporation) is to be read as (or as including) a reference to the sale company, unless it is required by this Act to be read as a reference to some other person because it relates to an excluded undertaking.","sortOrder":23},{"sectionNumber":"20","sectionType":"section","heading":"Continuity of contracts and arrangements","content":"#### 20 Continuity of contracts and arrangements\n\n20 Continuity of contracts and arrangements\n\n> > (1) Without limiting any other provision of this Act or the regulations, the sale company is, on and after the conversion, entitled to the benefit of, and taken to be a party to, any contract or arrangement entered into by FreightCorp with any person and having force immediately before the conversion.\n> \n> > (2) This section is subject to the operation of Schedule 1 (Transfer of assets, rights and liabilities).","sortOrder":24},{"sectionNumber":"21","sectionType":"section","heading":"Effect of conversion on FreightCorp","content":"#### 21 Effect of conversion on FreightCorp\n\n21 Effect of conversion on FreightCorp\n\n> > (1) Immediately after the conversion:\n> > \n> > > (a) FreightCorp ceases to be a State owned corporation under the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134), and\n> > \n> > > (b) section 19G (Establishment of FRC as statutory State owned corporation) of the [Transport Administration Act 1988](/view/html/inforce/current/act-1988-109) ceases to have effect.\n> \n> > (2) A person who, immediately before the conversion, held office as a director of FreightCorp:\n> > \n> > > (a) ceases to hold office as such on the conversion, and\n> > \n> > > (b) is not entitled to any remuneration or compensation because of the loss of that office.\n> \n> > (3) This section does not prevent a person who held office as a director or FreightCorp immediately before the conversion from holding office as a director of the sale company.","sortOrder":25},{"sectionNumber":"22","sectionType":"section","heading":"Orders for transfer of assets, rights and liabilities","content":"#### 22 Orders for transfer of assets, rights and liabilities\n\n22 Orders for transfer of assets, rights and liabilities\n\n> > (1) The Treasurer may by order in writing transfer from the sale company to the Ministerial Holding Corporation or any other public authority any assets, rights and liabilities that comprised the business undertaking of FreightCorp immediately before the conversion.\n> \n> > (2) An order under this section may only be made while all the issued shares in the sale company are held for and on behalf of the State.\n> \n> > (3) Schedule 1 (Transfer of assets, rights and liabilities) applies to an order under this section.","sortOrder":26},{"sectionNumber":"Division 2","sectionType":"division","heading":"Management of sale company before sale","content":"## Division 2 Management of sale company before sale\n\nDivision 2 Management of sale company before sale","sortOrder":27},{"sectionNumber":"23","sectionType":"section","heading":"Division applies while State holds shares in sale company","content":"#### 23 Division applies while State holds shares in sale company\n\n23 Division applies while State holds shares in sale company\n\n> This Division applies during any period after the conversion when the issued shares in the sale company are held for and on behalf of the State.","sortOrder":28},{"sectionNumber":"24","sectionType":"section","heading":"Ministerial control of sale company","content":"#### 24 Ministerial control of sale company\n\n24 Ministerial control of sale company\n\n> > (1) The board of directors of the sale company is, in the exercise of its functions, subject to the control and direction of the Treasurer.\n> \n> > (2) Neither the enactment of this section nor the exercise of the Treasurer’s powers under this section constitutes the Treasurer as a director of the sale company or a person who participates in the management of the sale company.\n> \n> > (3) A director of the sale company is not personally liable in any civil or criminal proceedings (including proceedings for a breach of any duty under the [Corporations Law](/view/html/inforce/current/sl-1999-0703)) for anything done or omitted for the purpose only of complying with a direction of the Treasurer under this section.","sortOrder":29},{"sectionNumber":"25","sectionType":"section","heading":"Status of sale company","content":"#### 25 Status of sale company\n\n25 Status of sale company\n\n> > (1) The sale company is an agency through which the State carries out the activity of providing freight rail services, and for that purpose it is a public authority of the State.\n> \n> > (2) However, the sale company:\n> > \n> > > (a) is not, and does not represent, the State except by express agreement with the Treasurer, and\n> > \n> > > (b) is not exempt from any rate, tax, duty or other impost imposed by or under any law of the State merely because it is a company in which the shares are held for and on behalf of the State, and\n> > \n> > > (c) cannot render the State liable for any debts, liabilities or obligations of the sale company, unless this Act or any other Act or law otherwise expressly provides.","sortOrder":30},{"sectionNumber":"26","sectionType":"section","heading":"Application of certain provisions of State Owned Corporations Act 1989 to sale company","content":"#### 26 Application of certain provisions of State Owned Corporations Act 1989 to sale company\n\n26 Application of certain provisions of [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134) to sale company\n\n> The following provisions of the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134) apply to the sale company as if it were a State owned corporation (with or without any modification prescribed by the regulations):\n> \n> > (a) such of the provisions of Part 4 (Accountability) as are prescribed by the regulations,\n> \n> > (b) section 20R (Memorandum and articles of subsidiaries) but only in relation to the provisions contained in clauses 2 and 3 (2) of Part 2 of Schedule 7 to that Act,\n> \n> > (c) section 36 (Application of other Acts),\n> \n> > (d) any other provision prescribed by the regulations.","sortOrder":31},{"sectionNumber":"Division 3","sectionType":"division","heading":"Sale of company","content":"## Division 3 Sale of company\n\nDivision 3 Sale of company","sortOrder":32},{"sectionNumber":"27","sectionType":"section","heading":"Agreement for sale","content":"#### 27 Agreement for sale\n\n27 Agreement for sale\n\n> The Treasurer may enter into and carry out on behalf of the State an agreement for the sale of the business undertaking of the sale company to a purchaser by means of the sale of the shares in the sale company.","sortOrder":33},{"sectionNumber":"28","sectionType":"section","heading":"Transfer of shares","content":"#### 28 Transfer of shares\n\n28 Transfer of shares\n\n> The Treasurer is authorised to transfer the shares in the sale company held for and on behalf of the State to the purchaser in accordance with the terms of the agreement entered into under this Division and to enter into and carry out agreements for the transfer of shares to the purchaser.","sortOrder":34},{"sectionNumber":"29","sectionType":"section","heading":"Changes to constitution prior to sale","content":"#### 29 Changes to constitution prior to sale\n\n29 Changes to constitution prior to sale\n\n> > (1) The Treasurer is authorised to take steps before the transfer of shares under this Division to make alterations and additions to the constitution of the sale company (being alterations and additions contemplated by the agreement under this Division) whether or not some or all of them may be inconsistent with the requirements of this Act or the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134).\n> \n> > (2) Any such inconsistent alterations and additions may only be made so as to take effect on or after the transfer of shares.","sortOrder":35},{"sectionNumber":"30","sectionType":"section","heading":"No government guarantees","content":"#### 30 No government guarantees\n\n30 No government guarantees\n\n> The obligations of the sale company are not guaranteed by the State.","sortOrder":36},{"sectionNumber":"31","sectionType":"section","heading":"Exemptions from State taxes","content":"#### 31 Exemptions from State taxes\n\n31 Exemptions from State taxes\n\n> > (1) State tax is not payable in relation to any of the following matters, or anything done because of, or for a purpose connected with or arising out of, any of the following matters:\n> > \n> > > (a) the disposal of shares in the sale company pursuant to an agreement under this Part and the purchase of those shares pursuant to such an agreement, or\n> > \n> > > (b) the application by FreightCorp under this Act for registration as a company or for the reservation of its name, or\n> > \n> > > (c) any other matter related to the conversion of FreightCorp into a company under this Part, or\n> > \n> > > (d) such other matters in connection with the operation of this Part as may be prescribed by the regulations.\n> \n> > (2) In this section:\n> > \n> > State tax means application or registration fees, duty under the [Duties Act 1997](/view/html/inforce/current/act-1997-123) or any other tax, duty, fee or charge imposed by any Act or law of the State, other than the [Corporations Law](/view/html/inforce/current/sl-1999-0703).","sortOrder":37},{"sectionNumber":"Part 5","sectionType":"part","heading":"Sale method 3—transfer of undertaking to company and sale of company to purchaser","content":"# Part 5 Sale method 3—transfer of undertaking to company and sale of company to purchaser\n\nPart 5 Sale method 3—transfer of undertaking to company and sale of company to purchaser","sortOrder":38},{"sectionNumber":"32","sectionType":"section","heading":"Treasurer may form or acquire company","content":"#### 32 Treasurer may form or acquire company\n\n32 Treasurer may form or acquire company\n\n> > (1) For the purpose of the sale of FreightCorp, the Treasurer may, on behalf of the State:\n> > \n> > > (a) form a company limited by shares, so that all the issued shares in the company are held by the State, or\n> > \n> > > (b) acquire shares in a company limited by shares, so that all the issued shares in the company are held by the State.\n> \n> > (2) The company is referred to in this Part as the sale company.","sortOrder":39},{"sectionNumber":"33","sectionType":"section","heading":"Agreements for sale of business undertaking to sale company","content":"#### 33 Agreements for sale of business undertaking to sale company\n\n33 Agreements for sale of business undertaking to sale company\n\n> > (1) The Treasurer is authorised to enter into agreements for or in connection with the sale of the business undertaking of FreightCorp to the sale company and for that purpose the Treasurer may act for and on behalf of FreightCorp.\n> \n> > (2) Any such agreement may be entered into for the purposes of this section before, on or after the sale.\n> \n> > (3) Section 52A (Contracts for sale of land) of the [Conveyancing Act 1919](/view/html/inforce/current/act-1919-006) does not apply to a contract for the sale of land that is entered into for the purposes of this section.","sortOrder":40},{"sectionNumber":"34","sectionType":"section","heading":"Orders for transfer of assets, rights and liabilities","content":"#### 34 Orders for transfer of assets, rights and liabilities\n\n34 Orders for transfer of assets, rights and liabilities\n\n> > (1) The Treasurer may by order in writing transfer to the sale company any assets, rights and liabilities that comprise the business undertaking of FreightCorp.\n> \n> > (2) The Treasurer may by order in writing transfer to FreightCorp any assets, rights and liabilities transferred to the sale company by an order under subsection (1), but an order under this subsection may only be made while all the issued shares in the sale company are held by the State.\n> \n> > (3) Schedule 1 (Transfer of assets, rights and liabilities) applies to an order under this section.","sortOrder":41},{"sectionNumber":"35","sectionType":"section","heading":"Special provision for special leases","content":"#### 35 Special provision for special leases\n\n35 Special provision for special leases\n\n> > (1) A special lease:\n> > \n> > > (a) is excluded from sale under this Act, and\n> > \n> > > (b) may not be transferred under this Act, and\n> > \n> > > (c) remains vested in FreightCorp.\n> \n> > (2) The Treasurer may, for an on behalf of FreightCorp, grant a sublease or sub-sublease of property that is the subject of a special lease to:\n> > \n> > > (a) FreightCorp’s purchaser, or\n> > \n> > > (b) a related body corporate of FreightCorp’s purchaser, or\n> > \n> > > (c) a person to whom FreightCorp’s purchaser transfers the whole or a substantial part of the assets, rights and liabilities transferred to FreightCorp’s purchaser under this Act.\n> \n> > (3) The Treasurer may determine the terms and conditions on which a sublease or sub-sublease is to be granted under this section.\n> \n> > (4) Duty under the [Duties Act 1997](/view/html/inforce/current/act-1997-123) is not chargeable in respect of a sublease or sub-lease granted under this section.\n> \n> > (5) A term of a sublease or sub-sublease of property that is the subject of a special lease, being a term with respect to any of the following matters, has effect despite any law or rule to the contrary:\n> > \n> > > (a) conditions under which the sublease or sub-sublease may be terminated,\n> > \n> > > (b) application of security,\n> > \n> > > (c) rent repayment and the retention of rent by the State,\n> > \n> > > (d) continuance of the sublease or sub-sublease, including the obligation to pay rent, despite unforeseen circumstances,\n> > \n> > > (e) amounts payable in the event of a breach of the sublease or sub-sublease,\n> > \n> > > (f) the liability of the sublessor or sub-sublessor.\n> \n> > (6) In this section, related body corporate has the same meaning as in the [Corporations Law](/view/html/inforce/current/sl-1999-0703).","sortOrder":42},{"sectionNumber":"36","sectionType":"section","heading":"Dissolution or conversion of FreightCorp after sale","content":"#### 36 Dissolution or conversion of FreightCorp after sale\n\n36 Dissolution or conversion of FreightCorp after sale\n\n> > (1) On the repeal of section 19G (Establishment of FRC as statutory State owned corporation) of the [Transport Administration Act 1988](/view/html/inforce/current/act-1988-109) FreightCorp ceases to be a State owned corporation under the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134) and:\n> > \n> > > (a) is dissolved, unless paragraph (b) applies, or\n> > \n> > > (b) is converted to a corporation sole constituted by the Treasurer if the business undertaking of FreightCorp immediately before the repeal of section 19G includes any special lease.\n> \n> > (2) On the dissolution or conversion of FreightCorp by this section, any assets, rights and liabilities of FreightCorp become assets, rights and liabilities of the Crown, except any special lease or any sublease or sub-sublease of the property to which a special lease applies.\n> \n> > (3) The Treasurer may, by order in writing, transfer to the Ministerial Holding Corporation or any other public authority any assets, rights or liabilities that become assets, rights or liabilities of the Crown under this section. Schedule 1 (Transfer of assets, rights and liabilities) applies to such an order.\n> \n> > (4) A person who, immediately before the dissolution or conversion of FreightCorp under this section, held office as a director of FreightCorp:\n> > \n> > > (a) ceases to hold office as such on the dissolution or conversion of FreightCorp, and\n> > \n> > > (b) is not entitled to any remuneration or compensation because of the loss of that office.\n> \n> > (5) If FreightCorp is converted to a corporation sole:\n> > \n> > > (a) it has and may exercise such functions as may be necessary or convenient to enable it to exercise its rights and discharge its obligations under or in connection with a special lease or any sublease or sub-sublease of the property to which a special lease applies, and\n> > \n> > > (b) section 43A (General audit of former statutory bodies) of the [Public Finance and Audit Act 1983](/view/html/inforce/current/act-1983-152) applies as if FreightCorp had been abolished, and\n> > \n> > > (c) the corporation sole is taken for all purposes (including the rules of private international law) to be a continuation of, and the same legal entity as, FreightCorp as it existed before its conversion to a corporation sole.","sortOrder":43},{"sectionNumber":"37","sectionType":"section","heading":"Agreement for sale of company","content":"#### 37 Agreement for sale of company\n\n37 Agreement for sale of company\n\n> The Treasurer may enter into and carry out on behalf of the State an agreement for the sale of the business undertaking of the sale company to a purchaser by means of the sale of the shares in the sale company.","sortOrder":44},{"sectionNumber":"38","sectionType":"section","heading":"Transfer of shares","content":"#### 38 Transfer of shares\n\n38 Transfer of shares\n\n> The Treasurer is authorised to transfer the shares in the sale company held by the State to the purchaser in accordance with the terms of the agreement entered into under this Part and to enter into and carry out agreements for the transfer of shares to the purchaser.","sortOrder":45},{"sectionNumber":"39","sectionType":"section","heading":"Excluded undertaking","content":"#### 39 Excluded undertaking\n\n39 Excluded undertaking\n\n> For the purposes of this Part, the business undertaking of FreightCorp does not include an excluded undertaking.","sortOrder":46},{"sectionNumber":"40","sectionType":"section","heading":"No government guarantees","content":"#### 40 No government guarantees\n\n40 No government guarantees\n\n> The obligations of the sale company are not guaranteed by the State.","sortOrder":47},{"sectionNumber":"41","sectionType":"section","heading":"Exemptions from State taxes","content":"#### 41 Exemptions from State taxes\n\n41 Exemptions from State taxes\n\n> > (1) State tax is not payable in relation to any of the following matters or anything done because of, or for a purpose connected with or arising out of, any of the following matters:\n> > \n> > > (a) the issue of shares in the sale company to the State, the disposal of those shares by the State and the purchase of those shares from the State, or\n> > \n> > > (b) such other matters in connection with the operation of this Part as may be prescribed by the regulations.\n> \n> > (2) In this section:\n> > \n> > State tax means application or registration fees, duty under the [Duties Act 1997](/view/html/inforce/current/act-1997-123) or any other tax, duty, fee or charge imposed by any Act or law of the State, other than the [Corporations Law](/view/html/inforce/current/sl-1999-0703).","sortOrder":48},{"sectionNumber":"Part 6","sectionType":"part","heading":"Results of sale","content":"# Part 6 Results of sale\n\nPart 6 Results of sale","sortOrder":49},{"sectionNumber":"42","sectionType":"section","heading":"Transfer of staff (sale method 1 or 3)","content":"#### 42 Transfer of staff (sale method 1 or 3)\n\n42 Transfer of staff (sale method 1 or 3)\n\n> > (1) When the sale of FreightCorp is under Part 3 (Sale method 1—direct transfer of undertaking to purchaser), the employees of FreightCorp immediately before the sale date are transferred on the sale date to the employment of FreightCorp’s purchaser and FreightCorp’s purchaser is their new employer for the purposes of this section.\n> \n> > (2) When the sale of FreightCorp is under Part 5 (Sale method 3—transfer of undertaking to company and sale of company to purchaser), the employees of FreightCorp immediately before the sale date are transferred to the employment of the sale company and the sale company is their new employer for the purposes of this section.\n> \n> > (3) On the transfer of an employee’s employment under this section the following provisions apply:\n> > \n> > > (a) the employee ceases to be an employee of FreightCorp and becomes an employee of the new employer on the same terms and conditions of employment as applied to the employee immediately before the transfer of employment, and those terms and conditions are to continue to have effect until varied either by agreement or otherwise in accordance with law,\n> > \n> > > (b) the continuity of the employee’s contract of employment is taken not to have been broken by the transfer of employment, and service of the employee with FreightCorp (including service that is taken to be service with FreightCorp) is taken for all purposes to be service with the new employer,\n> > \n> > > (c) without limiting paragraph (b), the employee retains any rights to sick leave, annual leave or long service leave accrued or accruing immediately before the transfer (except accrued leave for which the employee has, on ceasing to be an employee of FreightCorp, been paid the money value in pursuance of any other entitlement of the employee),\n> > \n> > > (d) the employee is not entitled to receive any payment or other benefit (including in the nature of severance pay or redundancy compensation) merely because the employee ceased to be an employee of FreightCorp as a result of the transfer of employment.\n> \n> > (4) Nothing in relevant industrial laws prevents payment of the monetary value of annual leave or long service leave if the payment is in lieu of an entitlement to that leave accrued by a person as an employee of FreightCorp before the transfer of the employee’s employment under this section and the payment is made in connection with the sale of FreightCorp. The [Industrial Relations Act 1996](/view/html/inforce/current/act-1996-017), the [Long Service Leave Act 1955](/view/html/inforce/current/act-1955-038) and the [Annual Holidays Act 1944](/view/html/inforce/current/act-1944-031) are relevant industrial laws.\n> \n> > (5) In this section:\n> > \n> > sale date means the date notified by the Treasurer by notice published in the Gazette as the sale date for the purposes of this section.\n> > \n> > Editorial note—\n> > \n> > Sale date: 21.2.2002—see Gazette No 47 of 20.2.2002, p 899.\n> \n> Note—\n> \n> When the sale of FreightCorp is under Part 4 (Sale method 2—conversion to company and sale of company to purchaser), no provision for the transfer of staff is required because the sale company to which FreightCorp is converted is the same legal entity as FreightCorp, and existing staff simply continue as staff of the same entity.","sortOrder":50},{"sectionNumber":"43","sectionType":"section","heading":"Sale of sale company (sale method 2 or 3) does not affect rights of staff","content":"#### 43 Sale of sale company (sale method 2 or 3) does not affect rights of staff\n\n43 Sale of sale company (sale method 2 or 3) does not affect rights of staff\n\n> > (1) On the sale of the sale company under Part 4 or 5, each member of staff of the sale company continues to be a member of staff of the sale company (despite the change of ownership) on the same terms and conditions of employment as applied to the member of staff immediately before the sale. Those terms and conditions are to continue to have effect until varied either by agreement or otherwise in accordance with law.\n> \n> > (2) Neither the contract of employment nor the period of employment of each member of the staff concerned is taken to have been broken by the sale of the sale company (or otherwise by the operation of this Act) for the purposes of any law, award or agreement relating to the employment of that member of staff.\n> \n> > (3) Without limiting this section, this Part does not affect any accrued rights that the member of staff concerned had immediately before the sale in relation to any kind of leave.","sortOrder":51},{"sectionNumber":"44","sectionType":"section","heading":"Superannuation arrangements for FreightCorp employees","content":"#### 44 Superannuation arrangements for FreightCorp employees\n\n44 Superannuation arrangements for FreightCorp employees\n\n> Schedule 2 has effect.","sortOrder":52},{"sectionNumber":"45","sectionType":"section","heading":"Proceeds of sale","content":"#### 45 Proceeds of sale\n\n45 Proceeds of sale\n\n> > (1) The proceeds of the sale of FreightCorp are to be paid into the Consolidated Fund.\n> \n> > (2) There may be deducted from any proceeds of sale before payment into the Consolidated Fund such amount as the Treasurer approves to meet the expenses reasonably incurred in connection with the operation of this Act.","sortOrder":53},{"sectionNumber":"Part 7","sectionType":"part","heading":"Miscellaneous","content":"# Part 7 Miscellaneous\n\nPart 7 Miscellaneous","sortOrder":54},{"sectionNumber":"46","sectionType":"section","heading":"Effect of Corporations Act 2001","content":"#### 46 Effect of Corporations Act 2001\n\n46 Effect of [Corporations Act 2001](http://www.legislation.gov.au/)\n\n> > (1) After the commencement of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth, a reference in this Act to the [Corporations Law](/view/html/inforce/current/sl-1999-0703) is to be read as a reference to the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> \n> > (2) The sale FreightCorp is an excluded matter for the purposes of section 5F (Corporations legislation does not apply to matters declared by State or Territory law to be excluded matter) of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.","sortOrder":55},{"sectionNumber":"47","sectionType":"section","heading":"Protection of contractual and other obligations","content":"#### 47 Protection of contractual and other obligations\n\n47 Protection of contractual and other obligations\n\n> > (1) This section applies to the following:\n> > \n> > > (a) the operation of this Act (including any notice or order under this Act and anything done or omitted to be done under or for the purposes of this Act),\n> > \n> > > (b) the sale or proposed sale of FreightCorp as authorised by this Act,\n> > \n> > > (c) an agreement, guarantee or other arrangement or transaction, entered into or carried out under this Act or for purposes connected with this Act,\n> > \n> > > (d) a disclosure of information made for the purposes of the sale or proposed sale of FreightCorp as authorised by this Act.\n> \n> > (2) None of the matters or things to which this section applies are to be regarded:\n> > \n> > > (a) as a breach of confidence, or\n> > \n> > > (b) as a breach of contract or other instrument or as requiring any act to be done under an instrument, or\n> > \n> > > (c) as giving rise to any right or remedy by a party to an instrument, or as causing or permitting the termination of an instrument, or\n> > \n> > > (d) as an event of default under an instrument, or\n> > \n> > > (e) as giving rise to a breach of or an offence against a provision of an Act that prohibits or restricts the disclosure of information.","sortOrder":56},{"sectionNumber":"48","sectionType":"section","heading":"Compensation not payable","content":"#### 48 Compensation not payable\n\n48 Compensation not payable\n\n> > (1) Compensation is not payable by or on behalf of the State:\n> > \n> > > (a) because of the enactment or operation of this Act, or for any consequence of that enactment or operation, or\n> > \n> > > (b) because of any statement or conduct relating to the enactment of this Act.\n> \n> > (2) In this section:\n> > \n> > compensation includes damages or any other form of monetary compensation.\n> > \n> > conduct includes any act or omission, whether unconscionable, misleading, deceptive or otherwise.\n> > \n> > operation of this Act includes the operation of any notice or order under this Act and any agreement entered into under or for the purposes of this Act.\n> > \n> > statement includes a representation of any kind:\n> > \n> > > (a) whether made verbally or in writing, and\n> > \n> > > (b) whether negligent, false, misleading or otherwise.\n> > \n> > the State means the Crown within the meaning of the [Crown Proceedings Act 1988](/view/html/inforce/current/act-1988-070), and includes FreightCorp or an officer, employee or agent of the Crown or of FreightCorp.","sortOrder":57},{"sectionNumber":"49","sectionType":"section","heading":"Act binds Crown","content":"#### 49 Act binds Crown\n\n49 Act binds Crown\n\n> This Act binds the Crown in right of New South Wales and, in so far as the legislative power of Parliament permits, the Crown in all its other capacities.","sortOrder":58},{"sectionNumber":"50","sectionType":"section","heading":"Certificate evidence","content":"#### 50 Certificate evidence\n\n50 Certificate evidence\n\n> A certificate purporting to be signed by the Treasurer or a prescribed officer certifying that an order specified or referred to in the certificate is an order made by the Treasurer under a specified provision of this Act is admissible in evidence in any legal proceedings and is evidence of the matters certified.","sortOrder":59},{"sectionNumber":"51","sectionType":"section","heading":"Proceedings for offences","content":"#### 51 Proceedings for offences\n\n51 Proceedings for offences\n\n> Proceedings for an offence under this Act may be dealt with summarily before the Local Court.\n> \n> **s 51:** Am 2007 No 94, Sch 4.","sortOrder":60},{"sectionNumber":"52","sectionType":"section","heading":"Regulations","content":"#### 52 Regulations\n\n52 Regulations\n\n> > (1) The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n> \n> > (2) In particular, the regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act or anything done under or for the purposes of this Act. Any such provision may, if the regulations so provide, take effect from the date of assent to the Act concerned or a later date.\n> \n> > (3) To the extent to which any such provision takes effect from a date that is earlier than the date of its publication in the Gazette, the provision does not operate so as:\n> > \n> > > (a) to affect, in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of its publication, or\n> > \n> > > (b) to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of its publication.","sortOrder":61},{"sectionNumber":"53","sectionType":"section","heading":null,"content":"#### 53\n\n53 (Repealed)","sortOrder":62},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Transfer of assets, rights and liabilities","content":"# Schedule 1 Transfer of assets, rights and liabilities\n\nSchedule 1 Transfer of assets, rights and liabilities\n\n(Sections 9, 12, 15, 22, 34 and 36)\n\n**sch 1:** Am 2001 No 112, Sch 2.20 \\[2\\].","sortOrder":64},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":"Superannuation arrangements for FreightCorp employees","content":"# Schedule 2 Superannuation arrangements for FreightCorp employees\n\nSchedule 2 Superannuation arrangements for FreightCorp employees\n\n(Section 44)","sortOrder":76},{"sectionNumber":"Schedule 3","sectionType":"schedule","heading":null,"content":"# Schedule 3\n\nSchedule 3 (Repealed)\n\n**sch 3:** Rep 2003 No 82, Sch 3.","sortOrder":82}],"analysis":{"summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"Based on the available metadata, the Act appears to have remained focused on its original purpose: facilitating the sale of the Freight Rail Corporation. The amendments made between 2001 and 2009 are consistent with implementation and technical refinement of a privatisation transaction rather than any expansion or contraction of scope. The Act remains in force to preserve transitional protections rather than to extend its original mandate."},"complexity_factors":["Privatisation legislation typically involves complex asset transfer mechanisms, employee entitlement preservation clauses, and contract novation (transferring contracts from old owner to new owner) provisions","Multiple amendments over time (at least 4 versions between 2001 and 2009) suggest the original framework needed refinement as the sale was implemented","Interaction with other legislation governing rail operations, employment law, and corporate law adds layers of complexity","Limited substantive content is visible in the provided extract — only metadata and navigation are shown, not the actual operative provisions — making full assessment difficult","Transitional and savings provisions in sale legislation are often intricate, dealing with residual liabilities and ongoing obligations post-sale","Responsibility sitting with the Treasurer rather than a transport minister reflects a hybrid financial/regulatory nature"],"plain_english_summary":"## Freight Rail Corporation (Sale) Act 2001 (NSW)\n\nThis NSW law was created to enable the **sale (privatisation) of the Freight Rail Corporation** — a government-owned business that operated freight rail services in New South Wales.\n\n**What it does:**\n- Provides the legal framework to sell the government-owned Freight Rail Corporation to private buyers\n- Sets out rules and protections that apply during and after the sale process\n- Allows assets, contracts, employees and obligations of the corporation to be transferred to new private owners\n\n**Who it affects:**\n- **Employees** of the Freight Rail Corporation, whose jobs and entitlements were transferred as part of the sale\n- **NSW taxpayers**, as the sale transferred a public asset to private hands\n- **Freight rail customers and operators** who relied on the network\n- **The NSW Government**, which gained revenue from the sale while exiting direct freight rail operations\n\n**Why it matters:**\nThis was part of a broader wave of privatisation (selling government-owned businesses to private companies) in NSW during the late 1990s and early 2000s. The Treasurer is the responsible Minister, reflecting the financial nature of the transaction.\n\n**Current status:** The Act remains technically in force (last updated July 2009), likely because some ongoing obligations, protections or transitional provisions still need a legal basis — even though the sale itself has long since been completed."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The supplied text sets out a coherent, targeted statutory scheme to enable and complete the sale of FreightCorp’s business undertaking and to manage resulting staff and superannuation arrangements (see Parts 2–6 and Schedules 1–2). The Act itself contains amendment and repeal notes (e.g. commencement and repeals noted at s 2 and s 53), but the consolidated provisions shown do not indicate a change of scope away from the Act’s core purpose of effecting the sale; they adjust mechanics and administrative detail within that scope (see s 5, Schedule 1, Schedule 2)."},"complexity_factors":["Multiple alternative sale pathways (three distinct Parts with different legal mechanics) (s 5; Parts 3–5)","Wide Treasurer discretion to choose method, exclude assets, make transfer orders, and direct FreightCorp (s 5, 6, 7, 9, 12, 16, 22, 32)","Automatic vesting mechanics that bypass ordinary conveyancing and registration processes (Schedule 1 cl 3, 9)","Special-lease carve-outs with bespoke sublease powers that can override certain legal rules (s 14, 35)","Interaction with corporate conversion and continuity rules when FreightCorp becomes a sale company (s 16–21, 24–26)","Staff transfer and superannuation arrangements requiring statutory and trust-deed amendments and regulatory instruments (s 42–44; Schedule 2)","Tax and duty exemptions for conversion and share transfers, altering normal transaction costs (s 31, 41; Schedule 1 cl 11)","Limits on purchaser eligibility (restricting buyers to National Rail or related entities) (s 5(2))","Protections narrowing contractual and disclosure remedies and limiting compensation claims against the State (s 47–48)"],"plain_english_summary":"What this law does (mechanics)\n\n- Authorises the State to sell the business undertaking of the Freight Rail Corporation (\"FreightCorp\") by one of three methods chosen by the Treasurer: (1) direct transfer of the undertaking to a purchaser (Part 3), (2) convert FreightCorp into a company and sell the company by transferring its shares (Part 4), or (3) transfer the undertaking into a State-owned sale company and then sell that company by transferring its shares (Part 5) (s 5(1)).\n\n- The sale is limited to a narrow class of purchasers: National Rail Corporation Limited, a purchaser of the shares in National Rail Corporation Limited, or a related body corporate of such a purchaser (s 5(2)).\n\n- The Treasurer has broad powers to manage and carry out the sale: to direct FreightCorp to facilitate the sale (s 6), to give binding directions about how FreightCorp conducts its business (s 7), to negotiate and enter sale agreements on behalf of FreightCorp (s 11, 27, 33, 37), and to make written transfer orders moving assets, rights and liabilities to the purchaser or to public authorities (s 12, 22, 34; Schedule 1).\n\n- Transfer orders operate by immediate vesting: assets vest in the transferee without a separate conveyance or registration step, rights and liabilities automatically become those of the transferee, pending proceedings continue against the transferee, and registration authorities must accept certified information and cannot charge fees in relation to transfers under the Schedule (Schedule 1 cl 3, 9, 11).\n\n- The Treasurer may exclude parts of FreightCorp’s business from sale and may transfer excluded parts to the Crown, the Ministerial Holding Corporation or another public authority (s 9).\n\n- Certain leases can be declared \"special leases\": they remain vested in FreightCorp (not sold) but the Treasurer may grant subleases to the purchaser or related entities on terms the Treasurer sets; such sublease terms can override other laws in specified respects (s 14, 35).\n\n- The Act preserves staff rights on transfer: employees transfer to the purchaser or to the sale company on their existing terms and with continuity of service; accrued leave and other accrued entitlements continue (s 42–43). Superannuation arrangements for affected employees are addressed in Schedule 2, giving the Treasurer powers to approve membership continuation or to transfer members to designated schemes and to require trustees to implement transfers (Schedule 2 cl 3–5).\n\n- The proceeds of sale go into the Consolidated Fund, after allowing the Treasurer to deduct amounts reasonably incurred in operating the Act (s 45).\n\n- The sale company’s obligations are not guaranteed by the State (s 30, 40). The Act exempts certain steps of the conversion/sale from State taxes and duties (s 31, 41; Schedule 1 cl 11).\n\n- The Act protects disclosures and steps taken for the sale from being treated as breaches of confidentiality, contract or other instruments (s 47). It also limits compensation claims against the State for acts done under or in connection with the Act (s 48).\n\nWho decides and who pays\n\n- The Treasurer is the central decision-maker: chooses the sale method, makes transfer orders, excludes assets, approves disclosure to potential purchasers, directs FreightCorp, and may set terms for subleases and constitutional changes in a sale company (s 5, 6, 7, 9, 10, 14, 16, 22, 29).\n\n- The buyer (restricted by s 5(2)) pays for the shares or undertakings. Sale proceeds are paid into the Consolidated Fund after the Treasurer may deduct reasonable sale-related expenses (s 45).\n\nKey incentive, cost and implementation mechanisms to note (source sections cited)\n\n- Concentrated purchaser eligibility narrows who can buy FreightCorp (s 5(2)). That design creates a small set of potential buyers rather than an open competitive market. The mechanism is an express legal restriction on purchasers.\n\n- The Treasurer’s extensive discretionary powers reduce the need for separate transactions and conveyancing steps (Schedule 1 cl 3), which lowers transactional friction and registration costs (Schedule 1 cl 9–11), but concentrates executive decision-making in the Treasurer (s 5, 9, 12, 16, 22, 32).\n\n- Special leases are retained by FreightCorp and not transferred as part of the normal sale; instead, the Treasurer can grant tailored subleases that can modify or override other legal rules in specified respects (s 14, 35). That changes the package of rights and liabilities actually transferred to a purchaser.\n\n- Staff protections maintain existing contractual terms and continuity of service on transfer (s 42–43). Superannuation treatment is managed by the Treasurer with powers to move members between schemes and to require trustees to amend deeds (Schedule 2 cl 3–5), which imposes administrative tasks on trustees and regulators.\n\n- The State does not guarantee the sale company’s obligations, shifting credit and operational risk to the buyer and the company as a separate legal entity (s 30, 40).\n\n- The Act reduces some costs associated with transfer (exempting State taxes and duties for specified steps) and removes certain procedural roadblocks by making transfer orders conclusive and registration authorities bound to accept certificates (s 31, 41; Schedule 1 cl 8–11).\n\nCompliance burdens, discretion and implementation risk\n\n- Compliance burden on FreightCorp is primarily to follow Treasurer directions and to take steps required by the Treasurer for conversion or transfer (s 6, 7, 17). Directors who follow Treasurer directions are shielded from personal liability for acts done only to comply with those directions (s 24(3)).\n\n- Implementation risk is lowered in some operational respects because transfer orders vest assets and liabilities automatically and registration authorities must accept certified information (Schedule 1 cl 3, 9). However, that same mechanism places legal reliance on executive orders and certificates rather than on ordinary conveyancing and registration processes, concentrating legal and factual questions in the Treasurer’s determinations and the transfer order (Schedule 1 cl 2, 3, 10).\n\n- The Act restricts legal remedies and claims against the State for the operation of the sale (s 47–48), which narrows avenues for third parties to challenge some sale-related actions.\n\nOfficial purpose claims and trade-offs\n\n- The statutory purpose is to permit the sale of FreightCorp and to provide the legal tools required to effect a clean transfer of assets, rights and liabilities to a purchaser or to a sale company (title and s 5). The Act’s design favours administrative efficiency in transferring complex asset packages (Schedule 1) and continuity of operations and staff (s 20, 42–44).\n\n- Trade-offs embedded in the design include concentrated purchaser eligibility (s 5(2)) and wide executive discretion (s 5, 9, 12, 16, 22), which reduce transaction complexity but limit the pool of buyers and place many important factual and legal determinations in the hands of the Treasurer. The Act offsets some of the transaction costs that private buyers would face (tax/duty exemptions, streamlined registration) (s 31, 41; Schedule 1 cl 9–11) while explicitly excluding State guarantees of company obligations (s 30, 40). \n\nMaterial practical points for participants\n\n- Potential purchasers must ensure they fall within the statutory purchaser class (s 5(2)).\n\n- Transfer orders and certificates are the operative legal instruments; registration authorities are obliged to accept them and cannot charge fees for related registration steps (Schedule 1 cl 9–11).\n\n- Employees retain continuity and accrued entitlements on transfer; superannuation arrangements may change by Treasurer direction and statutory order (s 42–44; Schedule 2).\n\n- The Treasurer’s instructions and transfer orders determine which assets and liabilities are transferred; assets excluded by order may be transferred to Crown entities instead (s 9, Schedule 1).\n\n(References in parentheses are to sections and Schedule clauses of the Freight Rail Corporation (Sale) Act 2001.)"},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The legislation appears to maintain its original scope as a privatisation/sale of state assets statute. While it contains detailed provisions for three alternative sale methods, superannuation arrangements, and asset transfers, these all serve the core purpose of facilitating the sale of FreightCorp. The complexity reflects the technical requirements of corporate restructuring and employment protection rather than scope creep into unrelated policy areas."},"complexity_factors":["Three alternative sale methods (Parts 3, 4, and 5) with overlapping but distinct procedural requirements","Extensive cross-referencing to other Acts including Transport Administration Act 1988, State Owned Corporations Act 1989, Corporations Law/Act, and multiple superannuation Acts","Multiple defined terms in section 3 including nested definitions ('FreightCorp's purchaser' has three sub-definitions based on sale method)","Conditional logic for 'special leases' which are excluded from sale but subject to subleasing arrangements (sections 14 and 35)","Complex superannuation provisions in Schedule 2 involving transfers between multiple schemes (FTC schemes, STC schemes, LGS Scheme, EIS Scheme)","Corporate restructuring mechanics including conversion to 'corporation sole' in sections 15 and 36","Nested exceptions and savings provisions (e.g., section 52(3) regarding retrospective regulations)","Staff transfer provisions with method-specific application (section 42 applies only to methods 1 and 3, with note explaining why method 2 is excluded)"],"plain_english_summary":"This legislation authorises the sale of FreightCorp (the Freight Rail Corporation), which was New South Wales' government-owned freight rail business. It provides three different methods for selling the business: directly transferring assets to a buyer; converting FreightCorp into a company and selling the shares; or transferring assets to a new company and selling those shares. The Act gives the Treasurer broad powers to negotiate the sale, transfer assets, exclude certain parts of the business from sale, and manage employee transfers. It protects employees' existing work conditions when they move to the new employer, makes arrangements for their superannuation (retirement savings), and ensures the sale proceeds go to the State's consolidated fund. The Act also provides various legal protections for the government and buyers, including exemptions from certain taxes and validation of actions taken during the sale process."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/freight-rail-corporation-sale-act-2001","history":"/api/acts/freight-rail-corporation-sale-act-2001/history","analysis":"/api/acts/freight-rail-corporation-sale-act-2001/analysis","conflicts":"/api/acts/freight-rail-corporation-sale-act-2001/conflicts","importantCases":"/api/acts/freight-rail-corporation-sale-act-2001/important-cases","documents":"/api/acts/freight-rail-corporation-sale-act-2001/documents"}}