Dragontail Systems Limited, in the matter of Dragontail Systems Limited (No 2) [2021] FCA 1109

Dragontail Systems Limited, in the matter of Dragontail Systems Limited (No 2) [2021] FCA 1109

It was appropriate to approve the scheme of arrangement and exempt Dragontail Systems Limited from compliance with s 411(11) of the Corporations Act 2001 (Cth), as the statutory requirements and discretionary grounds for approval had been satisfied, and adequate measures were in place for notification and follow-up regarding Israeli withholding tax declarations.

Parties
Plaintiff: Dragontail Systems Limited
Jurisdiction
Australia
Judgment Date
31 August 2021
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing Application for Scheme Approval
Outcome
Scheme approved, exemption granted, follow-up protocol ordered
Legal Topics
Scheme of Arrangement, Approval of Scheme, Section 411 Corporations Act, Shareholder Notification, Withholding Tax Issues
Corporations Law Scheme of Arrangement Approval of Scheme Section 411 Corporations Act Shareholder Notification Withholding Tax Issues

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 3 Authorities cited 17 Party arguments 2 Amounts and remedies 17
Sign in to unlock

Parties

Dragontail Systems Limited

Plaintiff

Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing Application for Scheme Approval

Legal Issues

  1. 1 Whether the scheme of arrangement between Dragontail Systems Limited and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)
  2. 2 Whether the company should be exempted from compliance with s 411(11) of the Act
  3. 3 Whether additional notification and protocols regarding Israeli withholding tax exemptions for shareholders are adequate

Ratio Decidendi

It was appropriate to approve the scheme of arrangement and exempt Dragontail Systems Limited from compliance with s 411(11) of the Corporations Act 2001 (Cth), as the statutory requirements and discretionary grounds for approval had been satisfied, and adequate measures were in place for notification and follow-up regarding Israeli withholding tax declarations.

Court Disposition

Scheme approved, exemption granted, follow-up protocol ordered

Orders

  • The scheme of arrangement between Dragontail Systems Limited and its ordinary shareholders is approved.
  • The plaintiff must lodge with ASIC a copy of the approved Scheme at the time of lodging a copy of these orders.