In the matter of CSG Limited [2019] NSWSC 1905

In the matter of CSG Limited [2019] NSWSC 1905

All preconditions to the Court’s power under s 411(1) were met, the scheme is an appropriate commercial proposal to be considered by shareholders, and there are no discretionary bases to refuse the convening of the meeting or making ancillary procedural orders. Accordingly, orders convening the scheme meeting and related directions should be made.

Parties
Plaintiff: CSG Limited; Interested Party: Fuji Xerox Asia Pacific Pte Ltd
Jurisdiction
Australia
Judgment Date
30 December 2019
Procedural Posture
Scheme of Arrangement Application / Orders Convening Scheme Meeting
Outcome
Orders made convening the scheme meeting and making ancillary orders.
Legal Topics
Schemes of Arrangement, Acquisitions, Shareholder Meetings
Corporations Law Equity Schemes of Arrangement Acquisitions Shareholder Meetings

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 4 Authorities cited 27 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

CSG Limited

Plaintiff

Fuji Xerox Asia Pacific Pte Ltd

Interested Party

Procedural Posture

Scheme of Arrangement Application / Orders Convening Scheme Meeting

Legal Issues

  1. 1 Whether requirements under s 411 of the Corporations Act 2001 (Cth) for convening a meeting to consider a scheme of arrangement are satisfied
  2. 2 Whether there are any circumstances that should prevent convening a scheme meeting, including performance risk, exclusivity provisions, break fee, disclosure and class issues

Ratio Decidendi

All preconditions to the Court’s power under s 411(1) were met, the scheme is an appropriate commercial proposal to be considered by shareholders, and there are no discretionary bases to refuse the convening of the meeting or making ancillary procedural orders. Accordingly, orders convening the scheme meeting and related directions should be made.

Court Disposition

Orders made convening the scheme meeting and making ancillary orders.

Orders

  • Order convening a meeting of members of CSG Limited to consider the proposed scheme of arrangement under s 411 of the Corporations Act 2001 (Cth).
  • Orders giving directions as to proxy deadlines and meeting procedure.