Ebooks Corporation Limited; in the matter of EBooks Corporation Limited [2013] FCA 305

Ebooks Corporation Limited; in the matter of EBooks Corporation Limited [2013] FCA 305

The court was satisfied that the proposed scheme of arrangement is a type that may be approved under s 411 of the Corporations Act 2001 (Cth), that sufficient disclosures have been made (including independent expert reports and disclosure of exclusivity and reimbursement fees), and that all procedural and statutory requirements for convening a scheme meeting have been met. It is thus appropriate to order the convening of a meeting of shareholders to consider the scheme.

Jurisdiction
Australia
Judgment Date
02 April 2013
Procedural Posture
Corporations Scheme of Arrangement Application / Application for Order to Convene Scheme Meeting
Outcome
Order granted to convene a meeting of shareholders to consider the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth).
Legal Topics
['scheme of Arrangement' 'meeting of Shareholders' 'court Approval Process']
['corporations Law'] ['scheme of Arrangement' 'meeting of Shareholders' 'court Approval Process']

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Procedural Posture

Corporations Scheme of Arrangement Application / Application for Order to Convene Scheme Meeting

Legal Issues

  1. 1 ['Whether the proposed scheme of arrangement between Ebooks Corporation Limited and its shareholders should proceed to the stage of shareholder approval under s 411 of the Corporations Act 2001 (Cth)' 'Whether appropriate disclosures have been provided to shareholders regarding the scheme, exclusivity, and reimbursement provisions' 'Whether procedural and statutory requirements for convening the scheme meeting have been met']

Ratio Decidendi

The court was satisfied that the proposed scheme of arrangement is a type that may be approved under s 411 of the Corporations Act 2001 (Cth), that sufficient disclosures have been made (including independent expert reports and disclosure of exclusivity and reimbursement fees), and that all procedural and statutory requirements for convening a scheme meeting have been met. It is thus appropriate to order the convening of a meeting of shareholders to consider the scheme.

Court Disposition

Order granted to convene a meeting of shareholders to consider the scheme of arrangement under s 411 of the Corporations Act 2001 (Cth).

Orders

  • ['Ebooks Corporation Limited to convene a scheme meeting of its shareholders for consideration of the scheme of arrangement substantially in the form of the explanatory statement at Exhibit 1 (Scheme Booklet), approved under section 412(1)(a) of the Corporations Act.' 'Scheme meeting to be held on 29 April 2013 at...