All Star Funds Management Limited v Ventura Investment Management Ltd (No 2) [2012] FCA 564

All Star Funds Management Limited v Ventura Investment Management Ltd (No 2) [2012] FCA 564

The Court approved the proposed schemes because the supporting evidence established the required formal matters, including solvency, registration and notice steps, duly held meetings and member approval, transferee consent, publication of notice of the approval hearing, and ASIC's no objection, and no reason appeared why the approval and consequential orders should not be made.

Jurisdiction
Australia
Judgment Date
30 May 2012
Procedural Posture
Application for Approval of Schemes of Arrangement Under the Corporations Act 2001 (cth) / Second Court Hearing
Outcome
Schemes of arrangement approved and consequential orders made.
Legal Topics
['schemes of Arrangement' 'approval of Schemes' 'transfer of Assets and Liabilities' 'deregistration Without Winding Up' 'asic No Objection']
['corporations Law'] ['schemes of Arrangement' 'approval of Schemes' 'transfer of Assets and Liabilities' 'deregistration Without Winding Up' 'asic No Objection']

Case Brief

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Procedural Posture

Application for Approval of Schemes of Arrangement Under the Corporations Act 2001 (cth) / Second Court Hearing

Legal Issues

  1. 1 ['Whether the Court should approve the schemes of arrangement between each of the first to eleventh plaintiffs and its respective members under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether consequential orders should be made under s 413(1) of the Corporations Act 2001 (Cth), including transfers of assets and liabilities and deregistration without winding up.' "Whether the formal matters for approval had been proved, including registration of the explanatory statement, notice and conduct of scheme meetings, member approval, solvency evidence, transferee consent and ASIC's no objection."]

Ratio Decidendi

The Court approved the proposed schemes because the supporting evidence established the required formal matters, including solvency, registration and notice steps, duly held meetings and member approval, transferee consent, publication of notice of the approval hearing, and ASIC's no objection, and no reason appeared why the approval and consequential orders should not be made.

Court Disposition

Schemes of arrangement approved and consequential orders made.

Orders

  • ['Pursuant to section 411(4)(b) Corporations Act 2001 (Cth), the schemes of arrangement between each of the first to eleventh plaintiffs and its respective members, in the form of Exhibit 2, were approved.' 'The first to eleventh plaintiffs were ordered to lodge with the Australian Securities and Investments...