In the matter of ERM Power Limited [2019] NSWSC 1672

In the matter of ERM Power Limited [2019] NSWSC 1672

Statutory requirements for approval under s 411(4) of the Corporations Act 2001 (Cth) were satisfied, including the appropriate majorities at the scheme meeting, full and fair disclosure to members, satisfaction or waiver of all necessary conditions precedent (except for court approval), and absence of opposition or procedural unfairness. The scheme was fair, reasonable, and in the commercial interests of the members; thus, court approval was granted.

Parties
Plaintiff: ERM Power Limited; Interested Party: Shell Energy Australia Pty Limited
Jurisdiction
Australia
Judgment Date
28 November 2019
Procedural Posture
Scheme of Arrangement Approval / Second Court Hearing; Orders Approving Scheme
Outcome
Scheme of arrangement approved.
Legal Topics
Schemes of Arrangement, Approval of Scheme, Corporate Reconstructions, Court Approval Process
Corporations Law Equity Schemes of Arrangement Approval of Scheme Corporate Reconstructions Court Approval Process

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Parties

ERM Power Limited

Plaintiff

Shell Energy Australia Pty Limited

Interested Party

Procedural Posture

Scheme of Arrangement Approval / Second Court Hearing; Orders Approving Scheme

Legal Issues

  1. 1 Whether the scheme of arrangement should be approved under s 411 of the Corporations Act 2001 (Cth)
  2. 2 Whether the statutory and procedural requirements for approval were met
  3. 3 Whether the scheme is fair and reasonable to shareholders

Ratio Decidendi

Statutory requirements for approval under s 411(4) of the Corporations Act 2001 (Cth) were satisfied, including the appropriate majorities at the scheme meeting, full and fair disclosure to members, satisfaction or waiver of all necessary conditions precedent (except for court approval), and absence of opposition or procedural unfairness. The scheme was fair, reasonable, and in the commercial interests of the members; thus, court approval was granted.

Court Disposition

Scheme of arrangement approved.

Orders

  • Orders made approving the scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth).
  • Plaintiff exempted from compliance with s 411(11) of the Act in relation to the scheme.