In the matter of Class Limited (No 2) [2022] NSWSC 80

In the matter of Class Limited (No 2) [2022] NSWSC 80

The Court approved the scheme because the scheme meeting and voting were properly conducted, the scheme was approved by the requisite majorities, the scheme booklet and disclosures satisfied the relevant requirements, ASIC had no objection, the independent expert concluded the scheme was in the best interests of Class shareholders in the absence of a superior proposal, no shareholder opposed approval, and the failure to notify the auditor was a procedural irregularity or accidental omission validated by s 1322 of the Act.

Jurisdiction
Australia
Judgment Date
11 February 2022
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'court Approval Under S 411' 'procedural Irregularity']
['corporations'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'court Approval Under S 411' 'procedural Irregularity']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Approval of a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the statutory and procedural requirements for approval of the scheme were satisfied.' "Whether the failure to give notice of the scheme meeting to Class' auditor under s 249K of the Act invalidated the meeting." 'Whether an order should be made under s 411(12) of the Act exempting Class from annexing the Court order to every copy of its constitution.']

Ratio Decidendi

The Court approved the scheme because the scheme meeting and voting were properly conducted, the scheme was approved by the requisite majorities, the scheme booklet and disclosures satisfied the relevant requirements, ASIC had no objection, the independent expert concluded the scheme was in the best interests of Class shareholders in the absence of a superior proposal, no shareholder opposed approval, and the failure to notify the auditor was a procedural irregularity or accidental omission validated by s 1322 of the Act.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['Order under s 411(4)(b) of the Corporations Act 2001 (Cth) approving the scheme of arrangement.' "Order under s 411(12) of the Corporations Act 2001 (Cth) that there is no need for the Court order to be annexed to every copy of Class' constitution."]