Avita Medical Limited, in the matter of Avita Medical Limited [2020] FCA 592

Avita Medical Limited, in the matter of Avita Medical Limited [2020] FCA 592

The Court was satisfied that its powers under ss 411 and 1319 of the Corporations Act 2001 (Cth) permitted orders for a virtual scheme meeting, notwithstanding the plaintiff's constitution, and that the proposed audio and audio-visual technology would give security holders a reasonable opportunity to observe, participate and vote in a manner satisfying the requirements of ASIC and the Act. In the COVID-19 circumstances, the proposed virtual meeting was the only practicable and reasonable manner in which the scheme meeting could take place.

Jurisdiction
Australia
Judgment Date
30 April 2020
Procedural Posture
Corporations Scheme of Arrangement Application / Interlocutory Application for Orders Concerning Conduct of a Scheme Meeting
Outcome
Orders made as sought.
Legal Topics
['scheme of Arrangement' 'virtual Meeting' 'covid 19 Restrictions' "court Convened Members' Meeting" 'corporations Act 2001 (cth) Ss 411 and 1319']
['corporations Law' 'civil Procedure'] ['scheme of Arrangement' 'virtual Meeting' 'covid 19 Restrictions' "court Convened Members' Meeting" 'corporations Act 2001 (cth) Ss 411 and 1319']

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Procedural Posture

Corporations Scheme of Arrangement Application / Interlocutory Application for Orders Concerning Conduct of a Scheme Meeting

Legal Issues

  1. 1 ["Whether the Court should make orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) enabling any Court-convened scheme meeting of the plaintiff's members to be conducted as a virtual meeting without a physical gathering of two or more persons." "Whether the Court's powers permit orders for a virtual scheme meeting notwithstanding possible inconsistency with the plaintiff's constitution requiring a quorum of members to be present."]

Ratio Decidendi

The Court was satisfied that its powers under ss 411 and 1319 of the Corporations Act 2001 (Cth) permitted orders for a virtual scheme meeting, notwithstanding the plaintiff's constitution, and that the proposed audio and audio-visual technology would give security holders a reasonable opportunity to observe, participate and vote in a manner satisfying the requirements of ASIC and the Act. In the COVID-19 circumstances, the proposed virtual meeting was the only practicable and reasonable manner in which the scheme meeting could take place.

Court Disposition

Orders made as sought.

Orders

  • ['The Originating Process filed 24 April 2020 is listed for hearing at 10:15am on 11 May 2020 (First Scheme Hearing).' "Pursuant to ss 411 and 1319 of the Corporations Act 2001 (Cth), if at the First Scheme Hearing the Court makes orders in accordance with the relief sought in prayers 1 – 3 of the Originating...