In the matter of Dairy Farmers Milk Co-operative Ltd [2009] NSWSC 627

In the matter of Dairy Farmers Milk Co-operative Ltd [2009] NSWSC 627

The Court approved the scheme because DFMC had complied with the Act and Regulation, the scheme was agreed to by the required special postal ballot with 97.6% support from members casting formal votes, the Registrar had no objection, the scheme was not proposed to avoid Division 2 of Part 11, and inactive and reinstated former members were dealt with fairly and in accordance with the legislation and DFMC's rules.

Jurisdiction
Australia
Judgment Date
03 July 2009
Procedural Posture
Application for Approval of a Scheme of Arrangement With Members Under S 344(1) of the Co Operatives Act 1992 (nsw) / Final Approval Hearing
Outcome
Application granted; scheme of arrangement approved under s 344(1) of the Co-operatives Act 1992 (NSW).
Legal Topics
['scheme of Arrangement' 'special Postal Ballot' 'reduction of Capital' 'cancellation of Shares' 'inactive Members' "registrar's No Objection Statement"]
['corporations' 'co Operatives' 'equity'] ['scheme of Arrangement' 'special Postal Ballot' 'reduction of Capital' 'cancellation of Shares' 'inactive Members' "registrar's No Objection Statement"]

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Procedural Posture

Application for Approval of a Scheme of Arrangement With Members Under S 344(1) of the Co Operatives Act 1992 (nsw) / Final Approval Hearing

Legal Issues

  1. 1 ['Whether the scheme of arrangement with DFMC members should be approved under s 344(1) of the Co-operatives Act 1992 (NSW).' 'Whether the statutory and regulatory requirements for approval, including special postal ballot requirements and Registrar approval of the explanatory statement, had been satisfied.' 'Whether the scheme had been proposed for the purpose of avoiding Division 2 of Part 11 of the Co-operatives Act 1992 (NSW).' 'Whether inactive members and reinstated former members were fairly and appropriately dealt with although inactive members had no voting rights.']

Ratio Decidendi

The Court approved the scheme because DFMC had complied with the Act and Regulation, the scheme was agreed to by the required special postal ballot with 97.6% support from members casting formal votes, the Registrar had no objection, the scheme was not proposed to avoid Division 2 of Part 11, and inactive and reinstated former members were dealt with fairly and in accordance with the legislation and DFMC's rules.

Court Disposition

Application granted; scheme of arrangement approved under s 344(1) of the Co-operatives Act 1992 (NSW).

Orders

  • ['Order approving the scheme of arrangement under s 344(1) of the Co-operatives Act 1992 (NSW).']