Tiger Investment Company Limited and the Corporations Law [1999] NSWSC 1290

Tiger Investment Company Limited and the Corporations Law [1999] NSWSC 1290

At the stage of making orders convening the scheme meetings it was unnecessary finally to resolve the construction issues under s256C(2). Through the combination of two resolutions with different voting requirements and a prior amendment to the articles, the proposal should be able to meet the requirements of s256C whatever view is taken of the section, so the meetings could be convened.

Jurisdiction
Australia
Judgment Date
23 December 1999
Procedural Posture
Corporations Law Application Concerning Selective Reduction of Capital and Scheme of Arrangement / Application for Orders Convening Scheme Meetings
Outcome
Meetings convened.
Legal Topics
['selective Reduction of Capital' 'scheme of Arrangement' 'takeover by Capital Reduction and Scheme' 'shareholder Voting Exclusions' 'third Party Consideration']
['corporations Law'] ['selective Reduction of Capital' 'scheme of Arrangement' 'takeover by Capital Reduction and Scheme' 'shareholder Voting Exclusions' 'third Party Consideration']

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Procedural Posture

Corporations Law Application Concerning Selective Reduction of Capital and Scheme of Arrangement / Application for Orders Convening Scheme Meetings

Legal Issues

  1. 1 ['Whether shareholders receiving shares from a third party as part of an interdependent scheme receive consideration "as part of the reduction" for the purposes of s256C(2)(a) of the Corporations Law.' 'What is meant by "no votes being cast" in favour of a selective reduction resolution under s256C(2)(a) of the Corporations Law.' 'Whether the proposed resolutions and prior amendment to articles would permit the requirements of s256C to be met at the convening stage.']

Ratio Decidendi

At the stage of making orders convening the scheme meetings it was unnecessary finally to resolve the construction issues under s256C(2). Through the combination of two resolutions with different voting requirements and a prior amendment to the articles, the proposal should be able to meet the requirements of s256C whatever view is taken of the section, so the meetings could be convened.

Court Disposition

Meetings convened.

Orders

  • ['Orders convening the scheme meetings.']