Woolworths Group Limited v Pinnacle Liquor Group Pty Limited, in the matter of Woolworths Group Limited [2019] FCA 1810

Woolworths Group Limited v Pinnacle Liquor Group Pty Limited, in the matter of Woolworths Group Limited [2019] FCA 1810

The Court held that the statutory and procedural requirements under ss 411 and 413 of the Corporations Act 2001 (Cth) had been satisfied for the convening of scheme meetings, that the proposed schemes constitute arrangements within s 411 involving requisite compromise, that disclosure to members is adequate, that the schemes are bona fide and properly proposed, and that no reason was apparent at the first hearing why the schemes should not proceed to members' meetings for consideration.

Jurisdiction
Australia
Judgment Date
01 November 2019
Procedural Posture
Corporations Scheme of Arrangement Application / First Court Hearing for Orders to Convene Members' Meetings
Outcome
Application granted.
Legal Topics
["members' Schemes of Arrangement" 'corporate Reconstruction' 'solvent Reorganisation' 'convening Meetings of Members']
['corporations Law' 'commercial Law'] ["members' Schemes of Arrangement" 'corporate Reconstruction' 'solvent Reorganisation' 'convening Meetings of Members']

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Procedural Posture

Corporations Scheme of Arrangement Application / First Court Hearing for Orders to Convene Members' Meetings

Legal Issues

  1. 1 ['Whether the Court should order the convening of meetings of members of each plaintiff to consider proposed schemes of arrangement under ss 411 and 1319 of the Corporations Act 2001 (Cth)' "Whether the proposed schemes constitute 'arrangements' within the meaning of s 411" 'Whether procedural, statutory, and disclosure requirements have been met to convene scheme meetings' 'Whether there is any reason the schemes should not proceed to a vote of members']

Ratio Decidendi

The Court held that the statutory and procedural requirements under ss 411 and 413 of the Corporations Act 2001 (Cth) had been satisfied for the convening of scheme meetings, that the proposed schemes constitute arrangements within s 411 involving requisite compromise, that disclosure to members is adequate, that the schemes are bona fide and properly proposed, and that no reason was apparent at the first hearing why the schemes should not proceed to members' meetings for consideration.

Court Disposition

Application granted.

Orders

  • ['Orders made pursuant to s 411(1) of the Corporations Act 2001 (Cth) that meetings of members (or sole member) of each plaintiff be convened to consider the relevant proposed scheme of arrangement.' 'Approval of scheme documents for distribution to members, subject to final amendments and registration with ASIC.'...