In the matter of Afterpay Limited [2021] NSWSC 1640

In the matter of Afterpay Limited [2021] NSWSC 1640

The Court found that, in the circumstances, it was appropriate to make orders permitting supplementary disclosure to shareholders regarding the amendment of the scheme (changing the Bank of Spain approval from a condition precedent to a condition subsequent), adjournment of the scheme meeting, and adjournment of the second Court hearing. The adequacy of the information and the procedural fairness of the distribution were sufficient for the orders sought, reserving final consideration for the second Court hearing.

Jurisdiction
Australia
Judgment Date
14 December 2021
Procedural Posture
Corporations – Schemes of Arrangement / Interlocutory Orders Regarding Supplementary Disclosure and Adjournment Prior to Second Court Hearing
Outcome
Orders made in respect of distribution of supplementary documents to shareholders and adjournment of second Court hearing.
Legal Topics
['schemes of Arrangement' 'reconstruction and Arrangements' 'scheme Booklet Supplement' 'condition Precedent Vs Condition Subsequent' 'disclosure to Shareholders']
['corporations Law' 'equity'] ['schemes of Arrangement' 'reconstruction and Arrangements' 'scheme Booklet Supplement' 'condition Precedent Vs Condition Subsequent' 'disclosure to Shareholders']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations – Schemes of Arrangement / Interlocutory Orders Regarding Supplementary Disclosure and Adjournment Prior to Second Court Hearing

Legal Issues

  1. 1 ['Whether Court should approve distribution of supplementary documents to shareholders in relation to amendments to proposed scheme of arrangement' 'Whether scheme can be amended to convert a condition precedent (Bank of Spain approval) to a condition subsequent' 'Whether adjournment of the second Court hearing and scheme meeting is appropriate']

Ratio Decidendi

The Court found that, in the circumstances, it was appropriate to make orders permitting supplementary disclosure to shareholders regarding the amendment of the scheme (changing the Bank of Spain approval from a condition precedent to a condition subsequent), adjournment of the scheme meeting, and adjournment of the second Court hearing. The adequacy of the information and the procedural fairness of the distribution were sufficient for the orders sought, reserving final consideration for the second Court hearing.

Court Disposition

Orders made in respect of distribution of supplementary documents to shareholders and adjournment of second Court hearing.

Orders

  • ['Order permitting dispatch of supplementary disclosure materials (including Shareholder Letter and annexures) to Afterpay shareholders by email or post, except for a small group of overseas shareholders.' 'Order dispensing with dispatch to certain overseas shareholders where post would not be received in time.'...