Westfield, GPT and Babcock & Brown should be feeling happy and bruised this morning after a hollow victory against Lend Lease yesterday that, frankly, was a bit of a rort.

The decision by the ASX to allow Westfield to vote its 6.5% stake on a deal that saw them pick up three GPT shopping centres on the cheap was disgraceful. There are countless examples from over the years of shareholders with lesser conflicts not being allowed to vote their shares. A good example was Rupert Murdoch not voting his stake in News Corp when the 2003 executive options got rolled because his sons James and Lachlan were two of the beneficiaries.

We’ll list all of these in the coming weeks, and if you have any examples send them through to [email protected]

Check out all the ASX announcements by GPT here and you’ll notice that there are no figures released on the undirected proxies. We spoke to the GPT spindoctor this morning and he said the undirected proxies were disclosed to the meeting and the information memorandum clearly explained that they would be voted in favour of the deal.

However, this appears to be one of the first times that undirected proxies (when combined with the Westfield stake) have been pivotal to getting a controversial deal over the line. This is a rort because the postal voting system for corporate elections is designed to maximise undirected proxies because shareholders are sent reply paid envelopes and the default mechanism if they just sign the form and send it back is that their votes are handed to the chairman.

For this to happen, you should have to explicitly tick a box which says “I support whatever the chairman wants.”

We’ll wait to get the exact figures, but I’m tipping the deal would have failed without support from Lowy and the undirected proxies. It lacks moral authority and the comments by powerhouse fund manager UBS at the meeting suggests Westfield’s ethics are now seriously in question.

Bryan Frith had some good commentary on all the figures in this shameful situation in The Australian.