ADG Industries Pty Ltd ACN 112 167 638 v ARA Group Pty Ltd ACN 074 886 561 [2007] FCA 1805

ADG Industries Pty Ltd ACN 112 167 638 v ARA Group Pty Ltd ACN 074 886 561 [2007] FCA 1805

The Court ordered the convening of members' meetings because the proposed schemes were unexceptional in their terms, shareholder opposition could be assumed to be absent because each plaintiff was wholly owned by ARA Group, and the schemes were of a kind the Court would ordinarily approve, although final approval would require further evidence concerning liabilities and creditors of plaintiffs with liabilities.

Jurisdiction
Australia
Judgment Date
05 November 2007
Procedural Posture
Corporations Act Scheme of Arrangement Proceeding / Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening Meetings of Members
Outcome
Orders made convening meetings of each plaintiff's members and standing the proceeding over for consideration of approval of the schemes.
Legal Topics
['schemes of Arrangement' "members' Meetings" 'group Rationalisation' 'transfer of Assets and Liabilities' 'deregistration of Subsidiaries']
['corporations Law'] ['schemes of Arrangement' "members' Meetings" 'group Rationalisation' 'transfer of Assets and Liabilities' 'deregistration of Subsidiaries']

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Procedural Posture

Corporations Act Scheme of Arrangement Proceeding / Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening Meetings of Members

Legal Issues

  1. 1 ["Whether meetings of each plaintiff's members should be convened under s 411 of the Corporations Act 2001 (Cth) to consider proposed schemes of arrangement." 'Whether the proposed schemes were of a kind the Court would ordinarily approve, subject to later evidence about liabilities and creditors.' 'Whether exceptions for Excepted Policies and Excepted Liabilities should be recognised in the schemes to address possible insurance policies and insured claims.']

Ratio Decidendi

The Court ordered the convening of members' meetings because the proposed schemes were unexceptional in their terms, shareholder opposition could be assumed to be absent because each plaintiff was wholly owned by ARA Group, and the schemes were of a kind the Court would ordinarily approve, although final approval would require further evidence concerning liabilities and creditors of plaintiffs with liabilities.

Court Disposition

Orders made convening meetings of each plaintiff's members and standing the proceeding over for consideration of approval of the schemes.

Orders

  • ['Each Plaintiff convene a meeting of its members for the purpose of considering and, if thought fit, approving with or without modification, a scheme of arrangement proposed to be made between each Plaintiff and its members and in the form set out in Exhibit "1".' 'The meeting of the members of each Plaintiff is to...