Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited (No 2) [2014] FCA 60

Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited (No 2) [2014] FCA 60

The Court approved the six schemes because the prior convening orders had been complied with, each scheme was approved by the requisite statutory majorities, all conditions precedent other than Court approval had been satisfied or waived, ASIC had provided a no-objection statement, the hearing had been advertised without opposition, and the schemes were fair and reasonable having regard to the overwhelming support, directors' recommendations, the independent expert's conclusions, provision of material information, and absence of opposition.

Jurisdiction
Australia
Judgment Date
04 February 2014
Procedural Posture
Corporations; Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Hearing for Approval of Schemes of Arrangement and Exemption From S 411(11)
Outcome
Schemes approved and exemption granted.
Legal Topics
['schemes of Arrangement' 'court Approval Under S 411(4)(b)' 'statutory Majorities' 'asic No Objection Statement' 'exemption From S 411(11)']
['corporations Law'] ['schemes of Arrangement' 'court Approval Under S 411(4)(b)' 'statutory Majorities' 'asic No Objection Statement' 'exemption From S 411(11)']

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Procedural Posture

Corporations; Schemes of Arrangement Under S 411 of the Corporations Act 2001 (cth) / Second Hearing for Approval of Schemes of Arrangement and Exemption From S 411(11)

Legal Issues

  1. 1 ['Whether six schemes of arrangement between Atlassian and its members or optionholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the schemes had been approved by the requisite statutory majorities under s 411(4)(a) of the Corporations Act 2001 (Cth).' 'Whether Atlassian should be exempted under s 411(12) from compliance with s 411(11) in relation to the schemes.']

Ratio Decidendi

The Court approved the six schemes because the prior convening orders had been complied with, each scheme was approved by the requisite statutory majorities, all conditions precedent other than Court approval had been satisfied or waived, ASIC had provided a no-objection statement, the hearing had been advertised without opposition, and the schemes were fair and reasonable having regard to the overwhelming support, directors' recommendations, the independent expert's conclusions, provision of material information, and absence of opposition.

Court Disposition

Schemes approved and exemption granted.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Class B Ordinary Share Scheme be approved.' 'Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Series A Preference Share Scheme be approved.' 'Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Series B Preference Share...