Coal & Allied Industries Limited, in the matter of Coal & Allied Industries Limited [2011] FCA 1379

Coal & Allied Industries Limited, in the matter of Coal & Allied Industries Limited [2011] FCA 1379

The minimal notice deficiency affecting a small number of shareholders did not cause substantial injustice or prejudice, and all statutory requirements for shareholder approval and implementation of the scheme of arrangement had been duly satisfied; therefore, the orders and declarations sought were granted.

Jurisdiction
Australia
Judgment Date
30 November 2011
Procedural Posture
Scheme of Arrangement Application / Second Hearing—final Approval and Orders
Outcome
Declaratory relief granted; scheme of arrangement approved and ancillary orders made.
Legal Topics
['scheme of Arrangement' 'notice Requirements for Shareholder Meetings' 'declaratory Relief Under Corporations Act']
['corporate Law'] ['scheme of Arrangement' 'notice Requirements for Shareholder Meetings' 'declaratory Relief Under Corporations Act']

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Procedural Posture

Scheme of Arrangement Application / Second Hearing—final Approval and Orders

Legal Issues

  1. 1 ["Whether the shareholder resolutions at the meetings held with one day's deficient notice to 19 shareholders should be declared valid despite procedural irregularity" 'Whether the statutory and procedural requirements for approval of the scheme of arrangement had been fulfilled']

Ratio Decidendi

The minimal notice deficiency affecting a small number of shareholders did not cause substantial injustice or prejudice, and all statutory requirements for shareholder approval and implementation of the scheme of arrangement had been duly satisfied; therefore, the orders and declarations sought were granted.

Court Disposition

Declaratory relief granted; scheme of arrangement approved and ancillary orders made.

Orders

  • ["Declaration that the resolutions at the general meeting and scheme meeting held on 28 November 2011 were not invalid by reason of 19 shareholders receiving only 27 days' notice." 'Approval of the scheme of arrangement between Coal & Allied Industries Limited and shareholders (excluding Excluded Shareholders) as...