Three justices of the Federal Court wrote in their judgement that one tactic aim, devised by Mackay well after making its initial takeover offer, was to change the constitution of Capricornia to give members the power to give directions to the board tailored in a manner to foster the merger of the two entities, including directions to hold meetings and make applications to the court to enable the merger.The full bench wrote in their judgement that basis for the Tribunal's approval of that purpose was "unclear". No doubt a proposal to amend the constitution is closely related to the members' rights and interests. "However it is not every day that one company proposes to campaign for a change in the constitution of another. Such conduct may cause serious damage to the way in which the target company operates."The full bench overturned Mackay's (and ASIC's, and the AAT's) (abstract) proposal to change the composition of Capricornia's board so that a majority of the credit union's directors would be prepared to give effect to the directions of the members proposed elsewhere.The judges wrote of this point: "To convene a meeting to constitute a board comprised of directors who will act in breach of duty can hardly be proper. Although ASIC's discretion is undoubtedly very wide, we do not accept that it extends to the authorisation of a step intended to facilitate such a process."They also wrote that Mackay's proposals "were potentially disruptive of the relationship between Capricornia members and the board and likely to impede the board's conduct in connection with any proposal."If no offer were to eventuate, or if any offer were to fail, the members of Capricornia would be left with a corporation in disarray …. It seems likely that the confusion and disruption in the management of Capricornia's affairs incidental to the proposal would inevitably undermine members' confidence in the board and foster a perception that continued membership was problematic. "Such an uncertainty could only assist Mackay in achieving its own entirely appropriate commercial ends, but at the expense of Capricornia's members."