ETRADE Australia Limited [1999] NSWSC 442

ETRADE Australia Limited [1999] NSWSC 442

Mr Ooi was an option-holder in existence and ascertainable at the date of the scheme meeting, had exercised his option by the relevant scheme deadline, and was contractually entitled to have the shares allotted. The proposed alteration substituted his 10,000 shares for 10,000 shares of Mr Roxburgh, did not adversely affect shareholders, and was within the Court's power to approve before final Court approval of the scheme. Accordingly, the scheme was approved with the submitted alterations.

Jurisdiction
Australia
Judgment Date
10 May 1999
Procedural Posture
Application for Approval of a Shareholder Scheme of Arrangement Under Corporations Law S411 / Court Approval After Shareholder Approval
Outcome
Scheme approved with alterations
Legal Topics
['scheme of Arrangement' 'shareholder Approval' 'court Approval of Alterations' 'options and Allotment of Shares' 'class Ascertainability']
['corporations'] ['scheme of Arrangement' 'shareholder Approval' 'court Approval of Alterations' 'options and Allotment of Shares' 'class Ascertainability']

Case Brief

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Procedural Posture

Application for Approval of a Shareholder Scheme of Arrangement Under Corporations Law S411 / Court Approval After Shareholder Approval

Legal Issues

  1. 1 ['Whether the Court should approve a shareholder scheme of arrangement with alterations after shareholder approval but before Court approval.' 'Whether shares allotted after the scheme meeting pursuant to an option exercised before the scheme deadline could be brought within the benefit of the scheme.' 'Whether the altered scheme would impermissibly bind persons not in existence or not ascertainable at the date of the scheme meeting.']

Ratio Decidendi

Mr Ooi was an option-holder in existence and ascertainable at the date of the scheme meeting, had exercised his option by the relevant scheme deadline, and was contractually entitled to have the shares allotted. The proposed alteration substituted his 10,000 shares for 10,000 shares of Mr Roxburgh, did not adversely affect shareholders, and was within the Court's power to approve before final Court approval of the scheme. Accordingly, the scheme was approved with the submitted alterations.

Court Disposition

Scheme approved with alterations

Orders

  • ['The scheme of arrangement is approved with the alterations submitted.']