Allkem Limited, in the matter of Allkem Limited (No 2) [2023] FCA 1657

Allkem Limited, in the matter of Allkem Limited (No 2) [2023] FCA 1657

The scheme of arrangement was approved pursuant to s 411(4)(b) of the Corporations Act, subject to a condition limiting amendments to Arcadium Lithium plc's Articles. The court was satisfied the scheme is fair and reasonable, approved by necessary majorities, and the procedural irregularities did not invalidate the meeting or resolution. The US Securities Act exemption process was facilitated by the open hearing and shareholder notification.

Jurisdiction
Australia
Judgment Date
21 December 2023
Procedural Posture
Corporations Scheme of Arrangement / Application to Approve Scheme, Second Court Hearing
Outcome
Scheme of arrangement approved with conditions and ancillary orders granted; court exercised its discretion under s 411 and s 1322.
Legal Topics
['scheme of Arrangement' 'approval of Scheme' 'shareholder Rights' 'us Securities Act Exemption']
['corporations Law'] ['scheme of Arrangement' 'approval of Scheme' 'shareholder Rights' 'us Securities Act Exemption']

Case Brief

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Procedural Posture

Corporations Scheme of Arrangement / Application to Approve Scheme, Second Court Hearing

Legal Issues

  1. 1 ['Whether the scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether to impose a condition pursuant to s 411(6) regarding amendments to articles of Arcadium Lithium plc' 'Fairness and reasonableness of scheme' 'Whether procedural irregularities invalidate the scheme meeting' 'Qualification for US Securities Act exemption']

Ratio Decidendi

The scheme of arrangement was approved pursuant to s 411(4)(b) of the Corporations Act, subject to a condition limiting amendments to Arcadium Lithium plc's Articles. The court was satisfied the scheme is fair and reasonable, approved by necessary majorities, and the procedural irregularities did not invalidate the meeting or resolution. The US Securities Act exemption process was facilitated by the open hearing and shareholder notification.

Court Disposition

Scheme of arrangement approved with conditions and ancillary orders granted; court exercised its discretion under s 411 and s 1322.

Orders

  • ['Approval of scheme of arrangement between Allkem Limited and shareholders pursuant to s 411(4)(b), subject to conditions.' "Any amendment to Arcadium Lithium plc's Articles before scheme implementation limited to deletion and replacement as specified." 'Declaration that scheme meeting and resolution are not...