In the matter of Commonwealth Managed Investments Limited [2014] NSWSC 244

In the matter of Commonwealth Managed Investments Limited [2014] NSWSC 244

The procedural requirements for convening and conducting the scheme meeting were properly satisfied, there was overwhelming support and no opposition from security holders, relevant legal considerations (including about compulsory sale provisions and stapling relief) do not preclude the grants of judicial advice, and therefore the applicant is justified in implementing the scheme and associated transactions.

Jurisdiction
Australia
Judgment Date
10 March 2014
Procedural Posture
Judicial Advice Application (corporations) / Second Court Hearing on Application for Judicial Advice and Confirmation of Scheme of Arrangement
Outcome
Orders granted; advice given that applicant is justified in implementing the transaction; costs to be paid from trust funds.
Legal Topics
['scheme of Arrangement' 'judicial Advice' 'managed Investment Schemes' 'trustee Duties' 'compulsory Sale of Securities']
['corporations Law' 'equity'] ['scheme of Arrangement' 'judicial Advice' 'managed Investment Schemes' 'trustee Duties' 'compulsory Sale of Securities']

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Procedural Posture

Judicial Advice Application (corporations) / Second Court Hearing on Application for Judicial Advice and Confirmation of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether the responsible entity would be justified in implementing the transactions contemplated by the implementation deed' 'Whether procedural requirements for member approval under Corporations Act have been met' 'Whether compulsory sale provisions for certain foreign holders are appropriate' "Whether 'stapling relief' from ASIC is required for implementation"]

Ratio Decidendi

The procedural requirements for convening and conducting the scheme meeting were properly satisfied, there was overwhelming support and no opposition from security holders, relevant legal considerations (including about compulsory sale provisions and stapling relief) do not preclude the grants of judicial advice, and therefore the applicant is justified in implementing the scheme and associated transactions.

Court Disposition

Orders granted; advice given that applicant is justified in implementing the transaction; costs to be paid from trust funds.

Orders

  • ['The plaintiff would be justified in giving effect to and implementing the transactions contemplated by the implementation deed dated 18 December 2013, and in giving effect to the amendments of the constitution of CFX 1 and CFX 2 approved at the scheme meeting and in doing all things necessary to implement the...