Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd; in the matter of Legrand Australia Pty Ltd (No 2) [2009] FCA 1239

Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd; in the matter of Legrand Australia Pty Ltd (No 2) [2009] FCA 1239

As all requisite procedural steps were followed—including meetings, required resolutions passed, and no objection from ASIC—and the parties are subsidiaries of Legrand France SA with no dissent, the Schemes of arrangement are fair and reasonable and should be approved.

Parties
First Plaintiff: Legrand Australia Pty Ltd; Second Plaintiff: Nelson Industries Pty Ltd; Defendant: H.P.M. Industries Pty Ltd
Jurisdiction
Australia
Judgment Date
02 November 2009
Procedural Posture
Scheme of Arrangement Approval / Second Court Hearing and Final Orders
Outcome
Schemes approved; orders made to facilitate transfer of assets, liabilities, and deregistration as per Sch 411 and 413 of the Corporations Act 2001.
Legal Topics
Schemes of Arrangement, Corporations Act 2001, Asset and Liability Transfer, Company Deregistration
Corporations Law Schemes of Arrangement Corporations Act 2001 Asset and Liability Transfer Company Deregistration

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Parties

Legrand Australia Pty Ltd

First Plaintiff

Nelson Industries Pty Ltd

Second Plaintiff

H.P.M. Industries Pty Ltd

Defendant

Procedural Posture

Scheme of Arrangement Approval / Second Court Hearing and Final Orders

Legal Issues

  1. 1 Whether the proposed schemes of arrangement between each plaintiff and its member should be approved under s 411(4)(b) of the Corporations Act 2001
  2. 2 Whether exemptions and ancillary orders under sections 411(12) and 413 of the Act should be granted

Ratio Decidendi

As all requisite procedural steps were followed—including meetings, required resolutions passed, and no objection from ASIC—and the parties are subsidiaries of Legrand France SA with no dissent, the Schemes of arrangement are fair and reasonable and should be approved.

Court Disposition

Schemes approved; orders made to facilitate transfer of assets, liabilities, and deregistration as per Sch 411 and 413 of the Corporations Act 2001.

Orders

  • Approval of schemes of arrangement between each plaintiff and its member (s 411(4)(b) Corporations Act 2001).
  • Exemption from compliance with s 411(11) for each plaintiff (s 411(12) Corporations Act 2001).