Clough Limited, in the matter of Clough Limited [2013] FCA 1149

Clough Limited, in the matter of Clough Limited [2013] FCA 1149

The requirements for convening a meeting under s 411(1) of the Corporations Act are met: there is only one class of shareholder, proper disclosure has been made in the explanatory memorandum, ASIC has been consulted, and there is no impediment identified to the scheme proceeding to a second hearing. Orders should be made to convene the members' meeting.

Jurisdiction
Australia
Judgment Date
11 October 2013
Procedural Posture
Corporations Scheme of Arrangement Application / First Court Hearing for Convening Meeting Under S 411(1) Corporations Act
Outcome
Orders made for convening a scheme meeting of shareholders and approving the explanatory statement, with directions for conduct of the meeting and relisting.
Legal Topics
['scheme of Arrangement' 'shareholder Meeting Convening' 'financial Assistance' 'related Party Transactions']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meeting Convening' 'financial Assistance' 'related Party Transactions']

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Procedural Posture

Corporations Scheme of Arrangement Application / First Court Hearing for Convening Meeting Under S 411(1) Corporations Act

Legal Issues

  1. 1 ['Whether to convene a meeting of members to consider and approve a scheme of arrangement under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether class constitution and disclosure requirements for the scheme are satisfied' 'Whether there are any legal obstacles to the scheme proceeding to a second hearing']

Ratio Decidendi

The requirements for convening a meeting under s 411(1) of the Corporations Act are met: there is only one class of shareholder, proper disclosure has been made in the explanatory memorandum, ASIC has been consulted, and there is no impediment identified to the scheme proceeding to a second hearing. Orders should be made to convene the members' meeting.

Court Disposition

Orders made for convening a scheme meeting of shareholders and approving the explanatory statement, with directions for conduct of the meeting and relisting.

Orders

  • ['A meeting of holders of fully paid ordinary shares other than Excluded Shareholders is to be convened for considering and if thought fit, approving the proposed scheme of arrangement.' 'The explanatory statement set out in the scheme booklet is approved.' "The scheme meeting is to be convened, held and conducted...