Green's Foods Ltd [2007] NSWSC 133

Green's Foods Ltd [2007] NSWSC 133

The plaintiff made out its case for approval because the members' meeting was duly convened and conducted in accordance with the court's prior orders and the legislation, the required statutory majorities were achieved, members gave strong support and no member appeared to object, arrangements addressed the payment or performance risk, and ASIC had given a no-objection letter under s.411(17).

Jurisdiction
Australia
Judgment Date
26 February 2007
Procedural Posture
Part 5.1 Scheme of Arrangement / Application for Court Approval Under S.411(4)(b) of the Corporations Act 2001 (cth)
Outcome
Scheme of arrangement approved.
Legal Topics
['arrangements and Reconstructions' 'part 5.1 Scheme of Arrangement' "approval of Members' Scheme of Arrangement"]
['corporations'] ['arrangements and Reconstructions' 'part 5.1 Scheme of Arrangement' "approval of Members' Scheme of Arrangement"]

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Procedural Posture

Part 5.1 Scheme of Arrangement / Application for Court Approval Under S.411(4)(b) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ["Whether the court should approve a scheme of arrangement between Green's Foods Limited and its members under s.411(4)(b) of the Corporations Act 2001 (Cth)." "Whether the statutory majorities required by s.411(4)(a)(ii) were achieved at the members' meeting." 'Whether compliance with s.411(11) should be dispensed with under s.411(12).' "Whether the court needed to pursue the question whether the scheme was proposed to avoid chapter 6 of the Corporations Act 2001 (Cth) in light of ASIC's no-objection letter."]

Ratio Decidendi

The plaintiff made out its case for approval because the members' meeting was duly convened and conducted in accordance with the court's prior orders and the legislation, the required statutory majorities were achieved, members gave strong support and no member appeared to object, arrangements addressed the payment or performance risk, and ASIC had given a no-objection letter under s.411(17).

Court Disposition

Scheme of arrangement approved.

Orders

  • ['Order approving the scheme of arrangement under s.411(4)(b) of the Corporations Act 2001 (Cth).' 'Order under s.411(12) dispensing with compliance with s.411(11).']