Carbon Revolution Limited, in the matter of Carbon Revolution Limited (No 3) [2023] FCA 1270

Carbon Revolution Limited, in the matter of Carbon Revolution Limited (No 3) [2023] FCA 1270

All statutory and procedural requirements for approval of the scheme of arrangement have been satisfied; the proposed amendments (both those foreshadowed and those converting conditions precedent to conditions subsequent) are appropriate, fair, reasonable, and consistent with the scheme's intent; and the scheme (as amended) is approved under s 411(6) and s 411(4)(b) of the Corporations Act. Exemption from compliance with s 411(11) is also appropriate.

Jurisdiction
Australia
Judgment Date
18 October 2023
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing, Final Approval and Amendments
Outcome
Scheme of arrangement as amended approved; amendments allowed; exemption granted from compliance with s 411(11) of the Corporations Act.
Legal Topics
['schemes of Arrangement' 'court Approval' 'modification of Schemes' 'shareholder Rights' 'disclosure Obligations']
['corporations Law'] ['schemes of Arrangement' 'court Approval' 'modification of Schemes' 'shareholder Rights' 'disclosure Obligations']

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 Scheme of Arrangement / Second Court Hearing, Final Approval and Amendments

Legal Issues

  1. 1 ['Whether all statutory and procedural requirements for approval of the scheme of arrangement have been satisfied' 'Whether the proposed amendments to the scheme (including amendment of merger ratio and conversion of conditions precedent to conditions subsequent) should be approved under s 411(6) of the Corporations Act' 'Whether the scheme as amended remains fair and reasonable and should be approved under s 411(4)(b) and s 411(6) of the Corporations Act' 'Whether exemption from compliance with s 411(11) of the Corporations Act should be granted']

Ratio Decidendi

All statutory and procedural requirements for approval of the scheme of arrangement have been satisfied; the proposed amendments (both those foreshadowed and those converting conditions precedent to conditions subsequent) are appropriate, fair, reasonable, and consistent with the scheme's intent; and the scheme (as amended) is approved under s 411(6) and s 411(4)(b) of the Corporations Act. Exemption from compliance with s 411(11) is also appropriate.

Court Disposition

Scheme of arrangement as amended approved; amendments allowed; exemption granted from compliance with s 411(11) of the Corporations Act.

Orders

  • ['Scheme of arrangement between CBR and its members in amended form approved' 'Amendments to the scheme (including modifications to merger ratio and conversion of certain conditions precedent to conditions subsequent) approved' 'Exemption from compliance with s 411(11) of the Corporations Act granted to CBR']