Diversa Limited, in the matter of Diversa Limited [2016] FCA 1137

Diversa Limited, in the matter of Diversa Limited [2016] FCA 1137

On the evidence, the interests of the identified directors, senior employees and Thorney were not sufficiently different from other Diversa shareholders to require separate class meetings, and the scheme appeared at least fair and reasonable from the viewpoint of an intelligent and honest shareholder. The Court therefore ordered that a meeting of Diversa shareholders be convened under s 411(1) to consider the proposed scheme.

Jurisdiction
Australia
Judgment Date
11 August 2016
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) Concerning a Proposed Scheme of Arrangement Between Diversa Limited and Its Members / First Court Hearing for Orders Convening a Members' Scheme Meeting and Approving Distribution of the Scheme Booklet
Outcome
Orders made for Diversa to convene a members' meeting to consider the proposed scheme of arrangement and for related procedural directions.
Legal Topics
['schemes of Arrangement' 'convening Scheme Meeting' 'shareholder Classes' 'scheme Booklet' 'break Fees']
['corporations Law'] ['schemes of Arrangement' 'convening Scheme Meeting' 'shareholder Classes' 'scheme Booklet' 'break Fees']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) Concerning a Proposed Scheme of Arrangement Between Diversa Limited and Its Members / First Court Hearing for Orders Convening a Members' Scheme Meeting and Approving Distribution of the Scheme Booklet

Legal Issues

  1. 1 ['Whether the Court should order that Diversa convene a meeting of its members under s 411(1) of the Corporations Act 2001 (Cth) to consider the proposed scheme of arrangement.' 'Whether any Diversa directors, senior employees or Thorney had a sufficiently different interest from other shareholders to require a separate class meeting.' "Whether the proposed scheme appeared at least fair and reasonable so as to justify calling a shareholders' meeting."]

Ratio Decidendi

On the evidence, the interests of the identified directors, senior employees and Thorney were not sufficiently different from other Diversa shareholders to require separate class meetings, and the scheme appeared at least fair and reasonable from the viewpoint of an intelligent and honest shareholder. The Court therefore ordered that a meeting of Diversa shareholders be convened under s 411(1) to consider the proposed scheme.

Court Disposition

Orders made for Diversa to convene a members' meeting to consider the proposed scheme of arrangement and for related procedural directions.

Orders

  • ['Pursuant to subsection 411(1) Corporations Act 2001 (Cth), Diversa Limited is to convene a meeting of its members to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'The Scheme Meeting is to be held on 20 September 2016 at the offices of McCullough Robertson Lawyers, Level 11, 66 Eagle...