All Star Funds Management Limited v Ventura Investment Management Ltd [2012] FCA 527

All Star Funds Management Limited v Ventura Investment Management Ltd [2012] FCA 527

The proposed solvent schemes of arrangement satisfy the requirements as an arrangement within s 411 of the Corporations Act; proper disclosure and procedural steps are evidenced; ASIC has had notice and does not object; there is no evidence that creditors will be adversely affected; it is appropriate to convene scheme meetings as sought and approve the explanatory statement.

Jurisdiction
Australia
Judgment Date
15 May 2012
Procedural Posture
Corporate Solvent Reorganisation Scheme of Arrangement / First Court Hearing for Convening Scheme Meetings and Approving Explanatory Statement
Outcome
Orders made as sought for convening scheme meetings, approving explanatory statement, and associated process arrangements.
Legal Topics
['scheme of Arrangement' 'company Reconstruction' 'amalgamation' 'solvent Deregistration' 'transfer of Assets/liabilities' 'court Approval Process' 'creditor and Member Rights']
['corporations Law'] ['scheme of Arrangement' 'company Reconstruction' 'amalgamation' 'solvent Deregistration' 'transfer of Assets/liabilities' 'court Approval Process' 'creditor and Member Rights']

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Procedural Posture

Corporate Solvent Reorganisation Scheme of Arrangement / First Court Hearing for Convening Scheme Meetings and Approving Explanatory Statement

Legal Issues

  1. 1 ['Whether the court should convene meetings for scheme of arrangement under s 411 of the Corporations Act 2001 (Cth)' 'Whether the proposed schemes constitute an arrangement within s 411' 'Whether there is proper disclosure and notice to members and ASIC' 'Whether creditors will be adversely affected by the reorganisation' "Whether the court's jurisdiction under s 413 is enlivened"]

Ratio Decidendi

The proposed solvent schemes of arrangement satisfy the requirements as an arrangement within s 411 of the Corporations Act; proper disclosure and procedural steps are evidenced; ASIC has had notice and does not object; there is no evidence that creditors will be adversely affected; it is appropriate to convene scheme meetings as sought and approve the explanatory statement.

Court Disposition

Orders made as sought for convening scheme meetings, approving explanatory statement, and associated process arrangements.

Orders

  • ['Scheme meetings convened for each plaintiff with member(s) for approval of proposed schemes.' 'Explanatory Statement approved for distribution.' 'Notices and documentation may be served electronically or by hand to proxies/representatives.' 'Antony David Robinson or Grahame David Evans to act as chairperson of...