In the matter of InvoCare Limited [2023] NSWSC 1180

In the matter of InvoCare Limited [2023] NSWSC 1180

The requirements of s 411 of the Corporations Act 2001 (Cth) are satisfied: InvoCare is a proper applicant, all materials and notice requirements to ASIC have been met, and there are no discretionary factors justifying refusal to summon the scheme meeting. Commercial arrangements with executives do not give rise to class issues and the specific notice and communication procedures proposed are appropriate. Therefore, it is proper to make the orders convening the scheme meeting and approving the scheme booklet for distribution.

Jurisdiction
Australia
Judgment Date
29 September 2023
Procedural Posture
Scheme of Arrangement Application / First Court Hearing (orders Convening Scheme Meeting)
Outcome
Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.
Legal Topics
['schemes of Arrangement' 'reconstructions' 'court Approval of Schemes' 'corporate Acquisitions']
['corporations Law' 'equity'] ['schemes of Arrangement' 'reconstructions' 'court Approval of Schemes' 'corporate Acquisitions']

Case Brief

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Procedural Posture

Scheme of Arrangement Application / First Court Hearing (orders Convening Scheme Meeting)

Legal Issues

  1. 1 ['Whether requirements are satisfied for the Court to order a meeting of members under s 411 of the Corporations Act 2001 (Cth) to consider a proposed scheme of arrangement' 'Whether ASIC has had a reasonable opportunity to review and comment on the scheme and scheme booklet' 'Whether discretionary reasons exist to decline to convene the meeting under s 411(1)' 'Whether special dividend arrangements constitute financial assistance under s 260A' 'Whether grant of put and call options and forfeiture arrangements to key executives affect class composition for scheme meeting']

Ratio Decidendi

The requirements of s 411 of the Corporations Act 2001 (Cth) are satisfied: InvoCare is a proper applicant, all materials and notice requirements to ASIC have been met, and there are no discretionary factors justifying refusal to summon the scheme meeting. Commercial arrangements with executives do not give rise to class issues and the specific notice and communication procedures proposed are appropriate. Therefore, it is proper to make the orders convening the scheme meeting and approving the scheme booklet for distribution.

Court Disposition

Order made convening scheme meeting and approving the scheme booklet for distribution to shareholders.

Orders

  • ['InvoCare to convene and hold a meeting of holders of fully-paid ordinary shares to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'Scheme booklet approved for distribution to shareholders.']