Crown Resorts Limited, in the matter of Crown Resorts Limited [2022] FCA 367

Crown Resorts Limited, in the matter of Crown Resorts Limited [2022] FCA 367

The Court is satisfied that the proposed scheme arrangement meets statutory and procedural requirements, is fit for shareholder consideration, provides adequate disclosure and protections, and the orders for convening a virtual shareholder meeting, including provisions for notice and electronic communications, are lawful and appropriate.

Jurisdiction
Australia
Judgment Date
29 March 2022
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing for Convening Shareholder Meeting
Outcome
Orders made for convening electronic shareholder meeting; further hearing adjourned.
Legal Topics
['scheme of Arrangement' 'share Acquisition' 'virtual Meetings' 'break Fees' 'exclusivity Arrangements' 'court Supervision of Shareholders’ Meetings']
['corporations Law'] ['scheme of Arrangement' 'share Acquisition' 'virtual Meetings' 'break Fees' 'exclusivity Arrangements' 'court Supervision of Shareholders’ Meetings']

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Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing for Convening Shareholder Meeting

Legal Issues

  1. 1 ['Is the proposed scheme of arrangement fit for consideration by the shareholders?' 'Are shareholders properly informed as to the nature of the scheme before the meeting?' 'Are exclusivity arrangements, break fee and reverse break fee reasonable and not unfair?' 'Are performance rights and options properly dealt with under the scheme?' 'Is the meeting lawfully convened and conducted electronically pursuant to statutory provisions?' 'Is postponement of the meeting permissible under the circumstances?']

Ratio Decidendi

The Court is satisfied that the proposed scheme arrangement meets statutory and procedural requirements, is fit for shareholder consideration, provides adequate disclosure and protections, and the orders for convening a virtual shareholder meeting, including provisions for notice and electronic communications, are lawful and appropriate.

Court Disposition

Orders made for convening electronic shareholder meeting; further hearing adjourned.

Orders

  • ['Plaintiff to convene and hold an electronic meeting of shareholders on 29 April 2022 to consider the scheme of arrangement.' 'Detailed instructions for sending notice and materials electronically or by post to shareholders.' 'Voting to be by poll; shareholder eligibility based on register prior to meeting.' 'Chair...