Decimal Software Limited, in the matter of Decimal Software Limited (No 2) [2018] FCA 2040

Decimal Software Limited, in the matter of Decimal Software Limited (No 2) [2018] FCA 2040

The Court is satisfied that the statutory requirements under s 411(4)(b) of the Corporations Act 2001 (Cth) have been met, that the scheme is fair and reasonable, that full and fair disclosure was made to shareholders, and that low voter turnout does not indicate procedural unfairness or warrant disapproval of the scheme. Accordingly, the scheme is approved.

Jurisdiction
Australia
Judgment Date
13 December 2018
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing for Scheme Approval
Outcome
Scheme of arrangement approved
Legal Topics
['scheme of Arrangement' 'court Approval' 'shareholder Voting' 'low Voter Turnout' 'fairness of Scheme']
['corporations Law'] ['scheme of Arrangement' 'court Approval' 'shareholder Voting' 'low Voter Turnout' 'fairness of Scheme']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing for Scheme Approval

Legal Issues

  1. 1 ['Whether the statutory requirements for approval of a scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth) have been satisfied' 'Whether low voter turnout affects adequacy of shareholder approval' 'Whether full and fair disclosure was made to shareholders' 'Whether the scheme is fair and reasonable']

Ratio Decidendi

The Court is satisfied that the statutory requirements under s 411(4)(b) of the Corporations Act 2001 (Cth) have been met, that the scheme is fair and reasonable, that full and fair disclosure was made to shareholders, and that low voter turnout does not indicate procedural unfairness or warrant disapproval of the scheme. Accordingly, the scheme is approved.

Court Disposition

Scheme of arrangement approved

Orders

  • ['Pursuant to s 411 of the Corporations Act 2001 (Cth), the scheme of arrangement between Decimal Software Limited and its members as detailed in the affidavit of Sonia Yvonne Breen affirmed on 3 December 2018 is approved.' 'Pursuant to s 411(12) of the Act, Decimal Software Limited is exempted from compliance with...