In the matter of ELMO Software Ltd (No 2) [2023] NSWSC 81

In the matter of ELMO Software Ltd (No 2) [2023] NSWSC 81

The Court approved the scheme because the scheme materials were despatched in accordance with prior orders, the Scheme Meetings were held as ordered, the scheme was approved by the requisite majorities at both meetings, ASIC registration and no-objection requirements and other statutory requirements were satisfied, relevant conditions precedent were satisfied or waived, funding was available for the indicative cash consideration, the independent expert indicated that the scheme was fair and reasonable and in shareholders' best interests, and no shareholder opposed approval.

Jurisdiction
Australia
Judgment Date
13 February 2023
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'share Acquisition' 'court Approval Under S 411']
['corporations Law'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'share Acquisition' 'court Approval Under S 411']

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 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ["Whether there was compliance with the Court's orders convening the Scheme Meetings." 'Whether the resolutions to approve the scheme were passed by the requisite statutory majorities.' 'Whether other statutory requirements, including ASIC registration and no-objection requirements, were satisfied.' 'Whether all conditions precedent to the scheme, other than Court approval and lodgement of orders with ASIC, had been satisfied or waived.' 'Whether the Court should exercise its residual discretion to approve the scheme as fair and reasonable.']

Ratio Decidendi

The Court approved the scheme because the scheme materials were despatched in accordance with prior orders, the Scheme Meetings were held as ordered, the scheme was approved by the requisite majorities at both meetings, ASIC registration and no-objection requirements and other statutory requirements were satisfied, relevant conditions precedent were satisfied or waived, funding was available for the indicative cash consideration, the independent expert indicated that the scheme was fair and reasonable and in shareholders' best interests, and no shareholder opposed approval.

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The scheme was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).']