Spark Infrastructure Holdings No 1 Ltd [2010] NSWSC 1497

Spark Infrastructure Holdings No 1 Ltd [2010] NSWSC 1497

Section 411(4)(a)(i) does not recognise split voting by a single creditor, so a creditor's purported split vote must be disregarded. In members schemes for companies to which s 250H applies, split votes on a poll are effective for the votes-cast test in s 411(4)(a)(ii)(B), but for the headcount test in s 411(4)(a)(ii)(A) a member who casts both positive and negative votes is not one by whom the resolution is passed because passing requires unequivocal support.

Jurisdiction
Australia
Judgment Date
21 December 2010
Procedural Posture
Part 5.1 Schemes of Arrangement / Application for Orders Under Corporations Act 2001 (cth), S 411(4)(b); Reasons Delivered on Voting Computation Issue
Outcome
Orders made under Corporations Act 2001 (Cth), s 411(4)(b), in respect of the schemes.
Legal Topics
['schemes of Arrangement' 'creditor Schemes' 'members Schemes' 'split Voting' 'voting Majorities Under S 411(4)(a)' 'poll Voting Under S 250 H']
['corporations Law'] ['schemes of Arrangement' 'creditor Schemes' 'members Schemes' 'split Voting' 'voting Majorities Under S 411(4)(a)' 'poll Voting Under S 250 H']

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Procedural Posture

Part 5.1 Schemes of Arrangement / Application for Orders Under Corporations Act 2001 (cth), S 411(4)(b); Reasons Delivered on Voting Computation Issue

Legal Issues

  1. 1 ['Whether, for a creditors scheme under Corporations Act 2001 (Cth), s 411(4)(a)(i), a creditor may vote part of its debt in favour of a scheme and part against it.' 'Whether, for a members scheme under Corporations Act 2001 (Cth), s 411(4)(a)(ii), a member may cast some votes in favour of a scheme and some against it on a poll.' 'How a member who casts both positive and negative votes is counted for the headcount test in s 411(4)(a)(ii)(A).']

Ratio Decidendi

Section 411(4)(a)(i) does not recognise split voting by a single creditor, so a creditor's purported split vote must be disregarded. In members schemes for companies to which s 250H applies, split votes on a poll are effective for the votes-cast test in s 411(4)(a)(ii)(B), but for the headcount test in s 411(4)(a)(ii)(A) a member who casts both positive and negative votes is not one by whom the resolution is passed because passing requires unequivocal support.

Court Disposition

Orders made under Corporations Act 2001 (Cth), s 411(4)(b), in respect of the schemes.

Orders

  • ['Orders under Corporations Act 2001 (Cth), s 411(4)(b).']