In the matter of Altium Limited (No 2) [2024] NSWSC 935

In the matter of Altium Limited (No 2) [2024] NSWSC 935

The Court was satisfied that all procedural and statutory requirements under s 411 of the Corporations Act 2001 (Cth) were complied with; that the scheme was fair and reasonable so that an intelligent and honest shareholder, properly informed, might approve it; that there was full and fair disclosure; that ASIC had not objected; and that no shareholder opposed approval. The orders approving the scheme and granting exemption under s 411(12) were therefore made.

Jurisdiction
Australia
Judgment Date
31 July 2024
Procedural Posture
Corporations Scheme of Arrangement / Application for Approval of Scheme of Arrangement (second Court Hearing)
Outcome
Orders made approving the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) and exemption from s 411(11) under s 411(12).
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme' 'disclosure Requirements' 'statutory Compliance']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'court Approval of Scheme' 'disclosure Requirements' 'statutory Compliance']

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Procedural Posture

Corporations Scheme of Arrangement / Application for Approval of Scheme of Arrangement (second Court Hearing)

Legal Issues

  1. 1 ['Whether the formal and statutory requirements under s 411 of the Corporations Act 2001 (Cth) for approval of the scheme have been met' 'Whether the proposed scheme is fair and reasonable and should be approved by the Court' 'Whether communications with shareholders compromised the integrity of the scheme process']

Ratio Decidendi

The Court was satisfied that all procedural and statutory requirements under s 411 of the Corporations Act 2001 (Cth) were complied with; that the scheme was fair and reasonable so that an intelligent and honest shareholder, properly informed, might approve it; that there was full and fair disclosure; that ASIC had not objected; and that no shareholder opposed approval. The orders approving the scheme and granting exemption under s 411(12) were therefore made.

Court Disposition

Orders made approving the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) and exemption from s 411(11) under s 411(12).

Orders

  • ['Scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) approved.' 'Exemption granted under s 411(12) from compliance with s 411(11) (annexure of order to constitution not required).']