Cobalt One Limited, in the matter of Cobalt One Limited [2017] FCA 1228

Cobalt One Limited, in the matter of Cobalt One Limited [2017] FCA 1228

The court will order the convening of a meeting to consider the scheme of arrangement because the statutory requirements have been complied with, sufficient disclosure is provided, and despite the expert report stating the scheme is not fair, the scheme is reasonable and in the shareholders' best interests; assessment of fairness is primarily for shareholders and for the final approval stage.

Parties
Plaintiff: Cobalt One Limited
Jurisdiction
Australia
Judgment Date
12 October 2017
Procedural Posture
Corporations – Scheme of Arrangement / Application for Orders to Convene Meeting Under S 411(1) of the Corporations Act
Outcome
Application granted; orders made for convening of meeting under s 411(1) of the Corporations Act
Legal Topics
Scheme of Arrangement, Shareholder Meeting, Expert Report, Disclosure Requirements
Corporations Law Scheme of Arrangement Shareholder Meeting Expert Report Disclosure Requirements

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 3 Authorities cited 13 Party arguments 1 Amounts and remedies 7
Sign in to unlock

Parties

Cobalt One Limited

Plaintiff

Procedural Posture

Corporations – Scheme of Arrangement / Application for Orders to Convene Meeting Under S 411(1) of the Corporations Act

Legal Issues

  1. 1 Whether the scheme is an arrangement within the terms of the Corporations Act
  2. 2 Whether ASIC was given sufficient notice
  3. 3 Whether statutory requirements have been complied with

Ratio Decidendi

The court will order the convening of a meeting to consider the scheme of arrangement because the statutory requirements have been complied with, sufficient disclosure is provided, and despite the expert report stating the scheme is not fair, the scheme is reasonable and in the shareholders' best interests; assessment of fairness is primarily for shareholders and for the final approval stage.

Court Disposition

Application granted; orders made for convening of meeting under s 411(1) of the Corporations Act

Orders

  • Cobalt One Limited to convene a meeting of shareholders to consider and, if thought fit, approve a scheme of arrangement as detailed in Attachment F of the scheme booklet.
  • Scheme Meeting to be held at specified place and time.