Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd; in the matter of Legrand Australia Pty Ltd [2009] FCA 1184

Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd; in the matter of Legrand Australia Pty Ltd [2009] FCA 1184

The Court made orders under s 411(1) convening the scheme meetings because the plaintiffs' detailed written submissions, which the Court adopted, supported the proposed first court orders; the proposed schemes were intra-group transfers to H.P.M. Industries Pty Ltd, the transferee had been joined in light of s...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
16 October 2009
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening Meetings to Consider Schemes of Arrangement / First Court Hearing
Outcome
Orders made on 2 October 2009 convening scheme meetings and giving related procedural directions; reasons published on 16 October 2009.
Legal Topics
['schemes of Arrangement' 'convening Scheme Meetings' 'intra Group Transfer of Undertakings, Assets and Liabilities' 'explanatory Statement' 'transferee Company Joinder']
['corporations Law'] ['schemes of Arrangement' 'convening Scheme Meetings' 'intra Group Transfer of Undertakings, Assets and Liabilities' 'explanatory Statement' 'transferee Company Joinder']

Source-derived case record

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening Meetings to Consider Schemes of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['Whether meetings of the members of Legrand Australia Pty Ltd and Nelson Industries Pty Ltd should be convened under s 411(1) of the Corporations Act 2001 (Cth) to consider the proposed schemes of arrangement.' 'Whether H.P.M. Industries Pty Ltd was properly joined as a transferee in light of s 413(1)(a) of the Corporations Act 2001 (Cth).' 'Whether the Explanatory Statement should be approved for distribution to the members of the plaintiffs.']

Ratio Decidendi

The Court made orders under s 411(1) convening the scheme meetings because the plaintiffs' detailed written submissions, which the Court adopted, supported the proposed first court orders; the proposed schemes were intra-group transfers to H.P.M. Industries Pty Ltd, the transferee had been joined in light of s 413(1)(a), ASIC did not wish to appear, and affidavit evidence verified the Explanatory Statement concerning the effect of the schemes on creditors and employees.

Court Disposition

Orders made on 2 October 2009 convening scheme meetings and giving related procedural directions; reasons published on 16 October 2009.

Orders

  • ['Pursuant to section 411(1) of the Corporations Act 2001, a meeting of Legrand France SA, as the sole member of Legrand Australia Pty Ltd, be convened by the first plaintiff on 7 October 2009 at 10.00am at Unit 99, 79-99 St Hilliers Road, Auburn, New South Wales to consider the LA Scheme.' 'Pursuant to section...