Snowside Pty Ltd as trustee for the Snowside Trust v Boart Longyear Ltd [2017] NSWCA 215

Snowside Pty Ltd as trustee for the Snowside Trust v Boart Longyear Ltd [2017] NSWCA 215

Section 411(6) of the Corporations Act vests in the court a broad power to approve a scheme subject to such alterations as it thinks just, even if such alterations are material or substantive and even if creditor approvals were expressed to be limited, so long as statutory requirements are otherwise met; the section is not confined to minor or technical changes.

Parties
First Applicant: Snowside Pty Ltd as trustee for the Snowside Trust; Second Applicant: Maurici Nominees Pty Ltd as trustee for AP Maurici & Associates Pty Ltd Superannuation Fund; First Respondent: Boart Longyear Ltd; Second Respondent: Boart Longyear Management Pty Ltd; Third Respondent: Boart Longyear Australia Pty Ltd; Fourth Respondent: Voltraint No 1609 Pty Ltd; Fifth Respondent: Centerbridge Partners LP; Sixth Respondent: Ares Management LLC; Seventh Respondent: Ascribe II Investments LLC; Eighth Respondent: First Pacific Advisors LLC
Jurisdiction
Australia
Judgment Date
29 August 2017
Procedural Posture
Appeal / Leave to Appeal and Appeal From Scheme of Arrangement Approval
Outcome
Appeal dismissed
Legal Topics
Schemes of Arrangement, Section 411(6) Corporations Act, Power of Court to Approve Amended Schemes, Creditors' Approval Limitations
Corporations Law Schemes of Arrangement Section 411(6) Corporations Act Power of Court to Approve Amended Schemes Creditors' Approval Limitations

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Parties

Snowside Pty Ltd as trustee for the Snowside Trust

First Applicant

Maurici Nominees Pty Ltd as trustee for AP Maurici & Associates Pty Ltd Superannuation Fund

Second Applicant

Boart Longyear Ltd

First Respondent

Boart Longyear Management Pty Ltd

Second Respondent

Boart Longyear Australia Pty Ltd

Third Respondent

Voltraint No 1609 Pty Ltd

Fourth Respondent

Centerbridge Partners LP

Fifth Respondent

Ares Management LLC

Sixth Respondent

Ascribe II Investments LLC

Seventh Respondent

First Pacific Advisors LLC

Eighth Respondent

Procedural Posture

Appeal / Leave to Appeal and Appeal From Scheme of Arrangement Approval

Legal Issues

  1. 1 Whether s 411(6) of the Corporations Act 2001 (Cth) permits the court to approve creditors' schemes with material or substantial alterations from the versions considered at meetings
  2. 2 Whether court power is limited by the form in which creditors gave approval to the scheme

Ratio Decidendi

Section 411(6) of the Corporations Act vests in the court a broad power to approve a scheme subject to such alterations as it thinks just, even if such alterations are material or substantive and even if creditor approvals were expressed to be limited, so long as statutory requirements are otherwise met; the section is not confined to minor or technical changes.

Court Disposition

Appeal dismissed

Orders

  • Grant leave to appeal.
  • Direct the applicants to file a notice of appeal in the terms of the draft notice in the White Folder, and otherwise dispense with the requirements as to service.