Empired Limited, in the matter of Empired Limited (No 2) [2021] FCA 1409

Empired Limited, in the matter of Empired Limited (No 2) [2021] FCA 1409

The Court approved the Scheme under s 411(4)(b) of the Corporations Act on the basis that all statutory and procedural requirements were satisfied, the Scheme was fair and reasonable, shareholders voted in favour by the requisite majority following full disclosure, ASIC had no objection, no shareholder opposed, and the Court’s discretion was properly exercised.

Jurisdiction
Australia
Judgment Date
01 November 2021
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing – Application for Approval
Outcome
Scheme of arrangement approved; exemption from s 411(11) granted.
Legal Topics
['scheme of Arrangement' 'approval Process' 'shareholder Meeting' "court's Discretion"]
['corporations Law'] ['scheme of Arrangement' 'approval Process' 'shareholder Meeting' "court's Discretion"]

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Procedural Posture

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

Legal Issues

  1. 1 ['Whether to approve the scheme of arrangement pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether to exempt Empired from compliance with s 411(11) of the Act under s 411(12)' 'Whether all statutory, procedural and legal requirements for approval have been satisfied']

Ratio Decidendi

The Court approved the Scheme under s 411(4)(b) of the Corporations Act on the basis that all statutory and procedural requirements were satisfied, the Scheme was fair and reasonable, shareholders voted in favour by the requisite majority following full disclosure, ASIC had no objection, no shareholder opposed, and the Court’s discretion was properly exercised.

Court Disposition

Scheme of arrangement approved; exemption from s 411(11) granted.

Orders

  • ['The scheme of arrangement between Empired and its shareholders in the form appearing at Annexure C of the Scheme Booklet as amended be approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Empired be exempted from complying with s 411(11) of the Act in relation to the Scheme pursuant to s...